


Futanari Magi Madoka Magica

by futanon



Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: All Sorts of Sex Acts, As in "There are literally no non-futanari characters", Blatant Fetish Fulfillment, F/F, Futanari, Gratuitous Amounts of Futanari, Group Sex, Lactation, Like, Masturbation, Porn With Plot, Porn With Worldbuilding, Public Sex, Unrealistic Sizes
Language: English
Status: In-Progress
Published: 2018-07-22
Updated: 2019-03-16
Packaged: 2019-06-12 08:19:36
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 12
Words: 37,188
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15335733
Author URL: https://archiveofourown.org/users/futanon/pseuds/futanon
Summary: After Madoka makes a far-reaching wish, Homura wakes up in the hospital bed with some new... additions.





	1. Familiar Ceiling, Unfamiliar Body

(Contains spoilers for Puella Magi Madoka Magica. Also, the characters within this story are above the age of 18. Blame magic or something.)

Homura woke up with a start, and immediately sighed as she recognized her surroundings. Another failed timeline, another reset. Instinctively, she moved her hand to her chest to repair her heart, like she had dozens of times beforehand.

This time however, her hand came into contact with an unexpected fleshy mass on the way. She made an experimental feeling-out motion, and was unable to stifle the moan that followed soon after. A fleshy and very sensitive mass.

Now fully awake, Homura finally was able to comprehend the fact that she had somehow grown truly massive breasts. Her position on the bed made it hard to tell, but they were easily larger than Mami's were, and probably each were comparable to her own head in size. She sat up, to more fully comprehend the situation she had found herself in, and noticed how her breasts jiggled and bounced pleasantly as she moved. Feeling herself up a little more, she discovered her nipples had grown in size as well, capping off her tits with a firm peak. Her hands couldn’t even hold reach around the entire weighty softness; Homura estimated that each one must have been about the same size as a large melon. She didn’t really know cup sizes, since she’d never actually had any breasts to measure beforehand, but these probably would have broke the scale.

It was then that she noticed another addition to her body: a flaccid penis. Despite its softness, it was already around seven inches long, and likely would grow even further. However, some kind of ribbon was tied around its base, presumably preventing an erection considering its tightness and numbness. She also had grown testicles a little larger than ping-pong balls. It… she guessed it looked like the penises she’d seen in health class, but this was much much longer than they were supposed to be, and it hadn’t even gotten hard yet. Dumbfounded, Homura moved her hands down for some additional exploring of her new body, and was somehow relieved to discover that her vagina still existed, albeit seemingly much wetter and looser than before. Like her breasts, it had become much more sensitive to the touch, and Homura shuddered as she ran her finger across the slit. Her body felt like it had been starved for touch for years, and her mind reeled under the new sexual drive that even this gentle probing touch produced. Concluding the groping session, Homura moved from in between her legs to outside them - that was much more “outside” than Homura remembered. Finally, Homura sat up, trying to get a more visual look at her new body. Asides from the aforementioned addition of a massive cock and an equally sizeable pair of breasts, she’d also gotten a much more expansive waist and a ridiculously sized ass, one that she had actually mistaken for a soft part of the bed. Honestly, it was softer than the bed itself, now that Homura was feeling herself up. Was this what the shady Yakuza were talking about when they were talking about grabbing fat asses? Honestly, it felt like - well, her ass felt really soft, wow - but her ass seemed like it would be a multiman job, like that whole gang could probably get a handful. Although if it felt this good, Homura wouldn’t even blame them.

It seemed that some hand-on experimentation was in order. Homura slowly loosened the ribbon from the limp dick with one hand while cupping one of her huge breasts in the other. As her cock grew inch by inch, her heart suddenly decided to make its presence known by palpitating wildly, its defects unattended to. Quickly, the magical girl (futanari?) placed her Soul Gem into her cleavage and channeled her magic through it. She closed her eyes, enjoying the pulsating feeling between her tits, and squeezed them together for added effect. After a short while, she had returned to peak capacity, and warmth flooded toward her groin.

Opening her eyes again and peering over her breasts, Homura was treated to the sight of her own erect penis for the first time. It was almost fourteen inches long from base to tip and was nearly two inches wide, throbbing merrily as she breathed lustfully. She took a hold of it with her right hand, noting its warmth and thickness. The sensation of simply holding it was probably enough to get her off at this point, but Homura was vaguely aware of the basic procedure that guys used. She began pumping the monstrosity up and down, running her smooth hand across the length rhythmically. Her left hand, after a brief lull, found its way to her pussy, where she inexpertly inserted her fingers in. She began moving her hands faster and faster, enough so that both her chest and her ass bounced with the force of it all. Her breasts began to spray out milk, too, a steady trickle flowing down her chest and landing on her hands and dick. Why not lactate at this point, she was oversexed enough for it anyways, Homura thought - or rather, the little bit of reason not occupied by the wonderfully pleasurable feelings of her sexes thought.

The combined stimulation of male and female organs brought the dark haired girl to orgasm incredibly quickly, pleasure reverberating throughout her body as she shot her first load all over the entire hospital room, an absolutely absurd amount of hot sticky sperm shooting out. Her dick still remained hard, so Homura continued to masturbate furiously, pumping inexpertly but with furious need. By the time she was finally done, the bed, the sheets, and Homura’s torso had all been thoroughly splattered with cum and milk, and yet her penis was still rock hard. She brought her left hand out of her soaking cunt, wiped off one of the most egregious loads from her face, and put it into her mouth for a taste. It was the best thing that she had tasted in quite some time, the tastes of pussy and cum mixing quite well. Homura sighed again, this time out of satisfaction rather than sadness.

As she lay in bed basking in the post-coital bliss, Homura puzzled together the cause of her transformation. Last loop, Madoka had acquired a strange ring from some store, and had transformed into a much more endowed version of herself upon putting it on, a large bulge appearing in her school uniform. Kyubey, as if anticipating the action, had appeared before her at that very instant. Homura would have instantly stopped time and murdered the rat, but there was some scent in the air (caused by the transformation, perhaps) that had clouded nearly all of her thoughts. She still shot that Kyubey, but of course there were more, and Madoka managed to make a wish. "I want everybody to be this happy!" she had said, just as Homura desperately rewound time. Clearly, Madoka had transformed into the same kind of hermaphroditic sex goddess that she currently was. Her wish had possibly - the still-recovering girl caught eye of a nurse walking by through the window, or rather her nearly naked giant tits and huge cock swaying in front of her as she moved - no, definitely gotten everyone else as well thanks to her huge potential.

Well, futanari or not, Homura still had one mission in life: saving Madoka from the fate of becoming a magical girl. She sat up, and considered how she would proceed.

Right after she got all this cum off of her, of course.


	2. Introductions

Homura fidgeted nervously as she stood outside of her classroom. All of her memorized patterns, routines, and motions were completely useless now. It was uncharted territory, and that was always a recipe for disaster.  
Case in point: yesterday's events. The very scantily clad doctor and her nurses had given her a whole rundown on the do's and dont's of the futanari life, now that the procedure had seemingly worked (after she'd been chewed out extensively for removing the ribbon). Mostly this amounted to "Yes, that will make you pregnant, and you don't want that yet." According to them, she was now so absurdly fertile that sitting on a chair with dried up week-old sperm might do it, or swimming in water where other people had ejaculated in, or generally any encounter that had her vagina come into any significant amount of semen. She was handed a large bottle of pills, which apparently contained the only substance known to ma- futanari that prevented pregnancy, and was told to take one every 3 hours or so. In addition to that, she was given several special plastic penises - dildos, Homura understood - that would be used at night; their hilts were large sheets of a more malleable plastic that spread out and attached to her vaginal area, physically preventing any wet dream cum from entering. Thankfully, her extended masturbation session hadn't managed to knock herself up, although Homura's heart had nearly reverted to its prior state when they'd first mentioned it.

That wasn't nearly all that she had to learn, though: all of that talk had come after the nurses had straight up tied her back down to the bed. Homura almost stopped time but was able to stop herself, telling herself that they had no reason to hurt her. The syringe that they lined up almost changed that, before they explained that it was meant to subdue the bout of extreme lust that was supposed to occur. Apparently, when she got her erection - her only erection; her almost 14 inches of cock weren't ever going to go flaccid - she was supposed to turn into a sex-addled beast, fucking anything and everything in sight. Just the sight of her actually protesting the syringe, though, convinced the doctor that she was just ordinarily (for a given level of ordinarily) horny and got her untied, although it also got her tested for all sorts of things. 

Finally, she was set free, complimentary bag of toys both sexual and regular in hand. One of the nurses drove her back to her familiar apartment; it took a disturbing amount of willpower not to jump her bones. Instead, as soon as she got inside she broke down and immediately continued masturbating, having taken one of the pills in the car at the nurse's insistence. That nurse must have been psychic, because there was no way she avoided getting cum in her pussy this time. She stroked herself off as she entered the building, then she fucked herself with the toys for like hours, then she sucked her own dick and tits in lieu of eating the dinner she'd managed to lay out, then she kept at it after she'd cleaned up - the dishes, the cum everywhere was basically unsalvageable. There was some kind of robot helper packaged in a box in the corner along with her school supplies, although she suspected the little thing would take quite some time dealing with her mess even after she set it up. She'd showered with a neat little lightweight shower, but the sensation of all the fluids washing off her body got her going again. And even after all that masturbating, after she'd rubbed and sucked and groped and fingered and toyed her dick and her pussy and her ass for the entire afternoon and night, she still woke up absolutely coated in cum from her orgasms overnight and very thankful for the "boxblockers" she'd been given.

She looked down at her "uniform", which seemed much more suited for a stripper than a student. A thin but strong band of cloth with pasties for the nipples kept her jiggly boobs under nominal control, and a similar cloth strip just under her erect penis's head held it against her body. The outfit was completed with a small patch of fabric for her pussy that barely covered its gaping width and some kind of a sack for her balls that prevented undue swinging. The designers were clearly much more interested in convenience than they were in modesty. All in all, her school uniform seemed to cover less area than the book bag strap on her shoulder.

Looking around her this time, the newly-minted hermaphrodite observed her classmates and peers through the glass walls of the classrooms. Everywhere she looked, she saw well-endowed futanari going through their pre-class routines, chatting with their friends, and generally preparing for the school day to come. Their near-complete lack of coverage gave Homura an excellent view of innumerous heavy breasts, firm asses, toned legs, and thick cocks to drool over. From the looks of it, the girls within were similarly lusting after each other's bodies, performing acts ranging from making out to giving handjobs and blowjobs to each other all the way to full-blown penetrative sex. The thought of so much sex happening in public and being completely normal made the dickgirl even more aroused than she normally was. Her hands drifted to her erogenous spots on their own as Homura idly pondered masturbating right then and there, in front of all of her classmates. She quickly came to herself and drew them back to her sides, but the all-consuming desire to fuck everything that she saw remained.

Suddenly, she heard footsteps behind her, and spun around on instinct. It was Ms. Saotome, who looked at her and cleared her throat. "Akemi-san, are you ready to introduce yourself?" she asked. The dark-haired magical girl looked at her well-endowed teacher, who while not in the exact same outfit was still revealing the same amount of flesh to the world. She probably had no problems getting laid in this world. Homura paused for a moment, uncertainty reasserting itself in her psyche, then nodded slowly. She would have to do this at some point, so she might as well do it early on in the loop so any particularly disastrous mistake could be reset without too much time investment. "Alright," Ms. Saotome said, "let's bring you into the classroom then."

She entered the room somewhat unsteadily, still very much unused to compensating for the weight of her breasts and her ass. She'd actually spent a decent amount of time (when not masturbating, which was a worryingly short period) trying to practice just walking, since the long strides Homura was accustomed to resulted in a lot of shaking around. Her body seemed to instinctively adjust for the weight but her mind wasn't used to giving up control like that, and it showed. Standing in front of the classroom, Homura noticed that the students seemed busy sizing her up, whispering among one another and... catcalling, that was the word? , and involuntarily flushed a little. Embarrassment, shyness, caution, and the ever-present lust all competed for space within her head. "Good morning, class!" Saotome called out, and the muttering thankfully stopped. The older woman cleared her throat again. "Ehhhem. So, we have a new student joining us today. Ah, please introduce yourself, Akemi-san." She stepped back invitingly, leaving the space in front of the class open. The magical girl breathed in slowly, attempting to calm her nerves. Homura's act had been honed over more than fifty attempts at a first impression; little things like E cup breasts and foot-long penises couldn't faze her.  
She walked up to the board, ignoring the catcalls about her ass ("Not now, not now! ") picked up a marker, and wrote her name on the board, then pivoted around smoothly on both feet. As a result, her tits wobbled around in their strips, and Homura waited somewhat impatiently for them to settle down. "My name is Akemi Homura. Please take care of me." With that practiced introduction out of the way, she bowed, causing her tits to bounce around again. Her voice trembled a little as the wonderful sensations from her breasts became realized, but hopefully her introduction was serviceable. She quickly walked to her seat and sat down carefully. Out of the corner of her eye, the magical futanari noticed Madoka, who of course had the same endowments she did in the previous timeline, looking curiously at her. Along with half of the class, who began approaching her desk and crowding around her for a closer look. While Homura was used to the attention, she wasn't used to said attention coming from almost-naked futanari with porn-star bodies, and instinctively shrunk back into her chair attempting to wrest her libido into submission. However, the student's appraisal of their new classmate only riled Homura up even further. Saotome-san didn't seem like she was going to stop any of it; maybe it was a normal occurrence.

"She's so cute and shy! I just want to eat her up!"

"Here, Akemi-san, have a drink of milk, straight from the source. You look thirsty!"

"Ahh, she has really nice legs. I wonder what they'd look like if she was being fucked..."

"Mmm, couldn't we stop class and just have sex? I wanna see what the new girl's ass feels like. "

"Hey Madoka-chan, you're staring at her strangely. I think if you want a go you'll have to wait in line for quite some time."

It seemed Madoka, Sayaka, and Hitomi were discussing her amongst themselves, the latter having said the line in question. Homura refocused her attention, even as the girls around her continued to press their bodies closer in and she attempted to fend their affections off. They really must have liked her ass, considering the attention it was getting paid.

"Ah, could it be that the mysterious transfer student has come to whisk my Madoka away?" Sayaka put her hands to her face in mock dismay. Madoka tried to say something, but Sayaka cut her off. "Just this once, I thought that the childhood friend could win the main character's heart, but alas! Poor Madoka's heart has been stolen by the woman of her dreams!"

"I really don't think it's like that." Hitomi brought a finger up in a scolding manner and frowned disapprovingly, although she quickly resumed smiling.

"Aw, come on!" Sayaka assumed a (slightly) more serious look. "She's being pretty quiet, and she flushes a little whenever one of us compliments her body. There's clearly something going on."  
Madoka shook her head quickly, folded one arm over her breasts, and then stood up. "It's not that, Sayaka-chan. I need to go help her, that's all."

"Already going after the princess who swept you off of your feet, huh? Wow, Madoka, you sure are forward! Name one of the kids after poor lonely Sayaka, will you?" Hitomi, for her part, sighed. "You and your romantic fantasies. Can't you masturbate to porn instead like the rest of us?" She turned back to Madoka. "If she needs help, then you should go." Sayaka flashed a goofy grin and a big thumbs up. Madoka smiled back at her friends, then turned to go push through the crowd who for their part had made their way to directly feeling Homura up.

Returning to her current situation, Homura shuddered at the multitude of hands and breasts rubbing against her sensitive body. The sensations threatened to overwhelm her and transform her into a quivering pile of hormones and flesh. She was saved from the grope-happy throng by Madoka politely slipping through the crowd. "Um, Akemi-san has a heart problem, so too much excitement could be dangerous," she announced, somehow using her quiet presence to drive away the mass of horny students. Just like always, she wasn't strong enough and Madoka had rescued her. Homura pushed the momentary tinge of bitterness away and took the opportunity to get Madoka alone with her.

"Umm, I'm not feeling so well." It was even the truth. "You're the health officer here, right? Can you lead me to the nurse's office?" The crowd withdrew, with a mix of disappointment and pity. Madoka nodded and extended her hand.

"Come on, I'll take you there." The pink girl smiled at her, and Homura began blushing like a girl with a crush, or a futa in heat, both of which probably were accurate. Homura took the proffered hand, and Madoka escorted her out of the classroom and began the walk to the nurse's office. This situation hadn't happened since the disastrous first timeline, and Homura felt similarly out of her depth. With a start, she realized that reassuming the role of the confused, scared new girl would explain away all of her issues with experience, sexual or otherwise. She hated relying on anyone like this, even the object of her desperate crusade throughout time lines, but it was necessary.

Homura sighed and looked down, and Madoka looked back towards her. From years of experience with the Incubators, she knew that the best way to lie was by telling the truth. "Thank you. I really needed to get away from there..." She trailed off, and looked away from Madoka again. Holding a conversation was difficult enough without her ridiculous libido getting in the way. The anticipation of having sex with an entire roomful of dickgirls had filled Homura's head, and her imagination was running wild. The magical girl was nearly panting with sexual desire.

"It's nothing. Is your heart OK?" As usual, Madoka's unrelenting kindness never ceased to surprise. Homura thought that the pink haired girl would have tried to fuck her too given the general sluttiness of the world so far, although it was entirely possible that Homura's lust addled state had affected her reasoning.

"Umm, it should be. My heart has been fixed. It's just that, I haven't had sex before, and it, uhh, made me really nervous, being surrounded by so many pretty girls." She hadn't meant to say any of that at all! Being this emotional was something that she had thought was far past her, but right here... But, it felt quite relieving to reveal her problems to Madoka, who for her part nodded sympathetically as she listened. "I'm kind of worried about fitting in here. Everyone seems so practiced with their bodies, so I'm afraid that I won't be able to get along with anyone else, and-" She was interrupted by Madoka suddenly hugging her, which predictably derailed any train of thought Homura was on. The hug was incredibly warm and soft, their near-naked bodies pressing up against each other. Their hard penises pressed together near the tip, throbbing in unison, and their breasts squeezed firmly, creating small rivulets of milk that slowly soaked their pitiful excuses for uniforms. Madoka's fresh and clean scent filled the air, clouding Homura's thoughts even further. Madoka, for her part, seemed to be unaffected other than a blush on her face.

"It's going to be alright, Akemi-san," she told the dark-haired girl as she held her tightly. "You don't need to worry about these things so much. I'm sure you'll be able to make plenty of friends here! Um, and if you want to practice fucking, we can always head to the nurse's office, and she'll be able to teach you." She flushed deeper, as if she had just realized the compromising situation that she was in. "Or... I could teach you myself right here," she said with a strange mix of seductiveness and innocence. Despite seemingly every cell in her entire body screaming for her to accept, Homura still felt apprehension at the idea of sullying Madoka's body with her own. She hesitated, considering for a bit.


	3. That One Fucking Hallway

Homura stared at Madoka, the girl who she had fallen in love with as soon as they had met. The girl who was unflaggingly kind to even the most wretched of creatures. The girl for whom she had sold her soul and her entire life.

The girl who was embracing her, next to naked. The girl who had just asked if Homura wanted to fuck her, right in the middle of the hallway.

What kind of insane world did Homura live in now? What kind of karma did she accrue in order to be faced with this kind of choice? The sheer ridiculousness of the situation ground Homura's mental processes to a halt. She opened her mouth in an attempt to say literally anything, but nothing could come out, every relevant thought clouded by fantasies of pink-haired girls with huge tits and dicks.

Madoka noticed the internal struggle going on within Homura's mind. "A- Akemi-san? Um, will you be ok? Did I go too far? I just wanted to -" What Madoka wanted to do would remain unknown, for Homura had made her decision. Leaning in, she kissed Madoka full on the lips, pressing their bodies together. For a split second, her eyes were wide open with shock, then she seemed to gather her wits and press back into the embrace. Homura felt her boobs leaking milk simply from the force of compression; her cock and pussy were both rapidly lubricating themselves in preparation. The two futanari moaned as one, enjoying each other's warmth. The kiss lasted for the longest and greatest fifteen seconds of Homura's entire life, but she had to eventually stop to breathe. They parted, leaving a trail of saliva which hung above their heaving milky chests like a bridge.

"Let's -hah- get that uniform -ahh- off of you." Madoka panted out, letting go of Homura, and quickly slipped off the sashes constraining Homura's breasts and cock, removed the sack for her balls, and peeled off the pussy patch. She then helped guide Homura's clumsy hands do the same to her own minimalistic uniform, rendering the two of them completely naked. Homura looked away from their naked forms instinctively, and her opposite number smiled at Homura's shyness. Gently, she nudged the raven-haired girl back towards her, and then lay on the hallway floor and spread her body tantalizingly. The magical girl froze up, unsure how to proceed. In a very real sense, she had been waiting the entire day for this moment of release. "It's quite alright, Akemi-san," Madoka said, "we'll start with the basics. Just do what comes naturally to you, and I'll guide you along." So as to reinforce her point, the pink haired girl lifted her testicles up, revealing the wet pussy beneath.

Slowly, hesitantly, Homura straddled Madoka on the floor, aligned her solid penis with the proffered opening, and paused one last time before inserting the tip. She was blown away by the unbelievable warmth and wetness surrounding her penis, and nearly came right away. The magical futanari's penis slowly slid in deeper and deeper, sucked in by Madoka's pussy, until the entire fourteen inches were swallowed up. Madoka let out an encouraging moan as the length reached its deepest point, nearly brushing up against Madoka's cervix. Homura honestly would have just stopped there and enjoyed the sensation of being connected so deeply, but her body had other ideas, and she began thrusting with more and more force. Madoka's hands reached out behind the wildly fucking futanari, angling her into the most pleasurable configuration. The barrage of sensations proved too much, and she cried out as she shot an incredibly thick load of sperm into Madoka's waiting pussy. Her own twat shuddered as the orgasm rolled through her body. However, the ejaculation barely even slowed the dark-haired girl, whose enthusiasm compensated for her lack of experience. Their boobs smashed into each other in time with the vigorous fucking, producing an additional layer of pleasure that soon set off the inexperienced time traveler again, who wailed with pleasure. This time, Madoka joined her, her walls trembling and contracting around Homura's penis and her own cock blasting their already milk-stained bodies with plenty of cum. Madoka's stomach was beginning to look visibly pregnant from all of the cum that she had taken in, but Homura soldiered on and kept at it, drenching Madoka's pussy with one last load before the pink haired girl grabbed her by the shoulder, signaling her to stop. Homura was sweating hard and panting, but her balls still ached with what felt like gallons of sperm, ready for release. Madoka seemed much more together, but she was clearly ready for more action given the way her dick throbbed and her pussy still pulsated around her rod.

"You're so cute when you moan like that..." Madoka said, still visibly coming off of the high of an orgasm. "But my pussy is completely filled now. I doubt we can continue like this." Homura laboriously took her cock out of the warm depths of Madoka's pussy, which let a slow river of cum make its way out. The sensation of the cool air excited Homura yet again. "Ahhh.... What a waste of perfectly good cum. Say, could you give me a taste of my cute little transfer student?" Homura flushed at the innocent way that she made such a lewd suggestion, before scooping some out of the dripping vagina. The pink haired futanari shuddered at the contact, but shook her head. "I'm a little spoiled, Akemi-san. My drinks have to be fresh and straight from the source." She winked. Homura's face reddened even further, but she spread her legs, leaving her penis sticking ramrod straight up in the air. Moving forward on her hands and knees, Madoka licked her lips as she approached. "Thanks for the meal!" she said, and enveloped the erect penis within her huge bosom. She began to expertly swirl her tongue around the ridges of Homura's head while pumping her breasts in opposing directions along the thick penis. The dark haired futanari didn't know that this kind of stimulation was even possible; with only a long cry as warning her dick erupted into a fountain of cum. Madoka eagerly wolfed down as much as she could before letting the rest hit her breasts and face. She then pulled Homura back into another deep kiss, this time sharing the taste of Homura's load. It was delicious as always, so Homura was unsurprised when Madoka went back down onto her penis for another taste This time though, she just used her mouth, but steadily swallowed inch by inch until she met Homura's balls with her chin. She then started applying pressure with her mouth, trying to squeeze out the delicious cum. Madoka was rewarded soon enough by another warm burst of baby batter straight down her gullet, and she swallowed with a self-satisfied smile on her face.

Homura finally noticed the other girl's hands, which were stroking her own cock, and felt a surge of guilt for ignoring the needs of her crush. She leaned down and grabbed the shorter girl's dick, marveling at its sheer presence.  
Madoka smiled at her before taking off her hands and leaving her cock free. "It's all yours, Akemi-san," she said. 

Up close and personal, it seemed even larger than it really was: a long, hard, throbbing mass of flesh. Even as she inspected it with her hands, it released a long string of precum. Homura gave it an experimental taste, then quickly moved to lick up the rest. Judging from Madoka's little gasps of pleasure, it seemed she was doing acceptably. Homura then flitted her tongue all across the foot-long length, licking it like she would a warm, meaty popsicle, and Madoka let out another small moan. Homura's hands traveled downwards, the left cupping and caressing the large ball sack, the right toying with the still cum-filled vagina below. She then put the entire penis head into her mouth, reveling in the thick salty scent of Madoka's cum. Slowly at first but ever surely speeding up, she began working the shaft with her mouth, bobbing up and down on its length. While she couldn't really keep up the triple assault with any sort of coordination, it seemed Madoka was more than pleased at her efforts, and soon was crying out as she blew her load within Homura's mouth. The sheer volume of the cum surprised her, and she had to pull off around halfway through Madoka's orgasm, the rest splattering her body. She ate at it greedily, reveling in the taste of cum, before remembering that she had a partner too, who still looked hungry for more. Sheepishly, Homura gathered the remaining cum in her mouth before transferring it over in a sloppy kiss. Madoka looked happy anyways as she tasted the mixture of saliva and cum, savoring the taste before swallowing. "Ahhhh, here I thought I would have to teach you about these things. Soon I'll have nothing left to teach you, and the student shall surpass the master. Hehe, I guess that's fun too."

She grabbed her breast ribbon again, and flipped it over to reveal a small pouch. "Have you taken the pill, Akemi-san?" In lieu of words, Homura shook her head - she wasn't sure if she could vocalize anything at this point. In fairness, she had taken it this morning, but it was supposed to wear off soon... "You really, really should, okay! Us girls end up cumming everywhere, so you need to take protection, even if you aren't having sex at the time, okay? Otherwise, you'd be pregnant literally all the time, and that's kind of inconvenient. Besides," here, her voice deepened in a clear imitation of someone else, "the pill is the most powerful contraceptive ever devised! It is the culmination of human history, science, and ingenuity, condensed into a single capsule! It is here so you aren't fucked when you're being fucked!" She giggled softly at her own reference as she took out the now-familiar pill in question. "Anyways, just take it. Ah, if you need something to wash it down-" Homura interrupted her by simply taking the pill dry. "Oh."

Homura shrugged. "I... I'm used to it," she said softly. Madoka's smile dimmed a little at the reminder of Homura's hospital days, but quickly reinvigorated itself.

"Aww, and here I was hoping for another cute blush when I offered you a drink!" Madoka mock pouted while hefting one of her breasts and pointing it forwards. "Oh well. This isn't about me; it's about you! And I think your pussy needs some action." Again, she spread her legs, revealing her still rock-hard penis, and twitched it invitingly. Homura's body practically accepted the offer for her, lining her slit with the cock even before she processed what Madoka had actually said. Without much preamble, she began lowering herself onto the thick rod. Homura had expected her first time to be quite painful, but the ample lubrication and apparent lack of a hymen made the process quite smooth. As it went deeper and deeper, the sensation of being so wonderfully filled nearly overwhelmed her, and she came from both sexes immediately, spraying cum wildly into the air. Her pussy came again when Madoka's cock hilted deep within her, convulsing furiously around it. She went limp like a rag doll at the multitude of new sensations, so the pink haired girl took the lead again, lowering Homura onto the wet floor. She began the process of pulling back out. The penis ever so slowly fished its way out of Homura's vagina, then immediately slammed back in to the depths, and Homura came again, crying out. Madoka seemed to be taking Homura's hair-trigger orgasms in stride however, and kept on going. Homura let out an involuntary gasp every time the other futanari slid her penis all the way in, breasts heaving up and down, pussy quivering and leaking girl cum, cock flopping around wildly and spraying the two of them like a hose. She came again as Madoka's length rubbed against her G-spot, and randomly noticed that her continued cries of pleasure were most likely disturbing some of the nearby classes. It was far too late to do anything about that however, as Madoka's own growing moans indicated that she was nearing release as well. She grabbed onto her savior, and held tightly as if holding onto her lifeline. The two girls cried out in harmony as they came one last time, Madoka's seed filling Homura with warmth deep within her. The pink-haired girl slumped down, laying her head on Homura's breasts and squishing Homura pleasantly against the ground still soaked with their secretions. They cuddled like that in a companionable silence, basking in the afterglow of sex for a short while. Although the magical girl probably could have gone on for hours more, just lying back and resting wasn't so bad either.

"Uh, hey." Madoka suddenly stirred, raising her head and looking directly into her eyes. "I just realized I, ahhh, never actually told you my name. Heh... I'm Madoka. Kaname Madoka. Nice to meet you." She lowered her head to indicate a bow, which sent her head back into Homura's chest, but didn't raise it again. The absurdity of the situation that she had found herself in struck Homura again - this girl had just fucked the shit out of her in like six different positions, but hadn't even told her her name. She giggled softly, and then starting laughing harder and harder. The shaking of her new pillows made Madoka look up again, her face flushed with embarrassment. She blushed harder at Homura's reaction to her social gaffe, and looked at the floor. "H-Hey, I just was trying to be nice here! I - I just got distracted, that's all!" She pouted. "If this is the thanks I get for helping you Homura-chan, then next time I'll make you masturbate instead!"  
Homura finally calmed down, little laughs still rippling through her body. Something occurred to her as she lay there. "You called me Homura-chan," she said.  
Madoka flushed again. "Umm, if you don't want me to then I can stop. I'm sorry for being -"

Homura continued. "... Can I call you Madoka then?" The flush on her face belied her calm tone. In response, Madoka simply hugged her again, their wet bodies sticking together for the umpteenth time. "Thank you, Madoka-chan. Thank you for everything." The girl in question nodded happily, and closed her eyes.

Homura followed suit, waiting to drift off peacefully into a deep sleep. Then, she remembered. "Wait, aren't we supposed to be in class?"  
Madoka's eyes opened. "Oh." Her eyes widened as she realized. "Oh no! We need to go back!"

"What about all the stains?"

"Forget about them, janitors will deal with it! Just grab your clothes and run!"

They ran back to class, throwing their uniforms on haphazardly, and sheepishly slunk back in to class heads down. Of course, everyone knew exactly what had gone on the past thirty minutes, and relentlessly grilled the pair on, throwing out numerous questions, suggestions for further sex positions, and generally heckling the two. Sayaka in particular was making wide theatrical moves, likely joking about how her predictions had come true after all. 

Despite herself, Homura smiled. Maybe this world wasn't so bad after all.

Her good mood soured a bit as she remembered her mission, but held strong. While the tribulations she had gone through were still fresh in her psyche, she felt like the burden had lightened somewhat. She remembered what she was protecting by going through all these time loops.

With renewed hope, Homura considered her options from here on.


	4. A Learning Experience or Two

Classes, surprisingly, were mostly the same in this alternate universe. She had expected that transforming everyone into hung horny hermaphrodites would have radically changed the development of basically everything, but Mitakihara's buildings looked mostly the same, and the classes weren't too too different. History was the big point of divergence: the overthrowing of the Soga by the Fujiwara was made much more interesting when the war involved massive orgies instead of bloodbaths. Of course, the tradeoff was that now Homura had no idea what actually had happened, and would have to play catch-up for a while if she wanted to go back to being the genius transfer student she was before.

Gym class was another one that ended up diverging heavily from what Homura had practiced again and again. As far as Homura could tell, it was the standard "exercise and then do some activities" fare, except all of the activities involved sex in some fashion, probably to ensure that the student's libidos didn't get too much in the way of any learning. There was no uniform; more accurately, the uniform was nothing, and all the girls just went out to the field and track buck naked. Homura purposely whiffed a lot of the events as to not arouse suspicion; it would be quite strange to her classmates if their new transfer student had to sit out all the fucking events, but could break school records in the high jump and such. Well, maybe she was also a little distracted. All the bouncing was admittedly hard to control while running and such, but when she saw the other girls "dealing" with their naked breasts and dicks bouncing around, well, she was able to ignore it for some reason. She mentally made a note to look into what competitive athletes used, just in case she wanted to not have her giant tits and huge ass flopping around while she was doing something. 

The most radical changes were in the breaks between classes. Each time, Ms. Saotome brought out a large set of sex toys during breaks, and everyone used them as they saw fit. For her part, Homura tried out an assortments of fleshlights, vibrators, and dildoes. The textures were quite nice, but Homura much preferred the warmth of actual flesh. Of course, she had stuck with the most vanilla sex toys and hadn't touched any of the more extreme ones, so perhaps there was something she was missing out on - this one other girl (Are... Arara...? Homura was pretty sure that she had been a guy in every other timeline, so her face wasn't ringing any bells) had her genitals basically coated in little vibrators, and she seemed to be enjoying herself pretty thoroughly. Madoka had actually came up to her before one of the first sessions and reminded her to masturbate at least every hour or so to stay focused and generally healthy, since the magical girl was apparently looking a little reluctant. 

Most of the other changes were simply switching the names of (most) of the people you had to remember from male to female variants. It wasn't really like math was going to change just because the world did, after all. Science and literature not changing was a more unexpected event - Homura's working hypothesis was that the previous Madoka didn't spend much time developing the ramifications of a world of futanari before enforcing her will upon reality through her wish, and therefore the changed world included the events of the previous one simply because Madoka included that in her conception of the world. Most, if not all of that distinction was purely academic, but the more Homura knew about the wish's effects the more tools she had at her disposal. This was the very first time Madoka had changed the next timeline that Homura entered, which contained large ramifications. Theoretically, Madoka's wishes themselves could be used to solve the problem of Madoka contracting, either by affecting her directly or by affecting Homura as an intermediary. Of course, the wish to change literally everyone past, present, and future into futanari probably took a big bite out of her karmic potential, but the possibility remained. The problem was Kyubey, of course. She very much doubted that he would grant a wish that would prevent Madoka from contracting, even in an alternate timeline, but there had to be someway around that, right? For the time being, though, Homura was content to keep doing it the hard way. In more ways than one, apparently...  
Homura sighed, shaking off her thoughts, and rose from her chair to meet up with Madoka. The three friends had planned to go to the mall as Sayaka wanted to buy some music for a "Kyoko-chan", although she fervently denied the claim. Homura assumed that this was referring to the violinist and not the magical girl, although stranger things had happened in this timeline. So Sayaka's crush on Kyosuke (now Kyoko) still remained in place. But, would Hitomi and Sayaka still compete for the violinist, or would the three end up in some kind of polyamorous situation? The singular gender really upended what (little) Homura knew about the topic of love.  
The girl in question would be going with them; usually Homura waited a week gathering supplies and clearing out witches and the visit to the mall next week didn't include Hitomi, who went off to a tea ceremony class instead. Madoka, kind and worrying soul that she was, (correctly) assumed that Homura wouldn't be with anyone after school, and had invited her along with them. Sayaka had joked about how the "lovebirds" were going on a "honeymoon" and that they should be left alone to "fuck each other raw" some more, which made Homura's skin tingle and her heart beat faster every time she thought about it, and Hitomi had raised no objections (after scolding Sayaka for "rudeness").

She met up with the trio in front of the gates, carefully stepping around puddles of cum as she did so. Homura had asked Madoka after their mad rush back about them, thinking guiltily of the hallway that they had coated; she had said the janitor staff was very used to cleaning up such messes, as they worked at a school, you know? Homura didn't, really, but she could imagine. "Ah, Madoka's girlfriend is here!" Sayaka called out, waving wildly in the distance. The thought made her face flush imperceptibly.

"I've told you, we're not going out." Madoka said, bemused.

"Yet." 

"Not you too, Hitomi-chan!" Madoka whirled around at the sudden betrayal.

The heiress grinned a little. "In all fairness to Sayaka-chan, she literally asked you to take her virginity right after meeting her. Also, to call her Homura-chan after sex, which I thought only happened in bad pornos and smut."

"But-"

"It makes so much sense sense! The poor, sickly girl, stuck within the confines of the hospital, comes out into the world, and falls in love with the gentle-hearted girl who shows her kindness and tutoring!" Sayaka spread her hand out to the sky and put the other over her ample chest as she spoke. Homura's blush was quite visible at this point. "And, for your part, the girl from your dreams has come into reality, searching for her savior!" It was almost creepy how many things Sayaka managed to predict correctly. If not for the fact that she was clearly joking around, Homura would have thought that Sayaka was the one seeing glimpses of the other timelines, not Madoka.  
Hitomi pointed something out that was pretty obvious. "Well, she is coming here. We can just ask her directly." She turned to Homura, who had just arrived at the meeting place proper. "So, what do you think about Madoka? Do you like her?" Most people underestimated Homura's magically enhanced hearing, a fact which Homura was more than happy to use on most occasions. In this case, however, it was mostly just incredibly awkward, and Homura really had no idea how to respond to this prompt. The answer to the question itself was incredibly straightforward. Of course she liked her, how could she possibly not like her, how could anyone in the entire world dislike Madoka? She liked her so much that she was fighting a veritable war just for her. The important question was how Madoka would react. They had known each other for literally a single school day, in which Madoka had taken her virginity in spectacular fashion. Apart from unreliable dream sequences, that was the entirety of their interactions, and anything else might just be a very lonely Homura reading things into the actions of the girl she'd spent so much time and effort for. Was she embarrassed about the whole ordeal? Did she find it tiresome? Did she hold feelings for her? Homura couldn't possibly just tell Madoka that she had fallen in love with her so quickly without explaining the entire story, and the more Madoka knew about the magical girl system, the more likely she was to contract and try to save someone. At the same time though, Homura cared far too deeply to say that she didn't in fact like Madoka, even as a one-off lie. Besides, her lies weren't exactly the most convincing, which is why she spent most of the time being aloof and mysterious instead of attempting to maintain some kind of multi-leveled facade. Homura was torn between a multitude of options, none of which seemed appealing.

Sensing that something was wrong, Madoka intervened. "Please stop it, you guys. It's kind of mean to put Homura-chan up on the spot like that." Sayaka opened her mouth, likely to make a joke about Madoka being her "knight in shining armor" or something, but thought better of it in a rare display of tact. Hitomi, for her part, bowed her head.

"I'm sorry, Akemi-san. Please forgive me," she said, sounding suitably contrite.

"Ahhh, it's ok." Homura said. "It wasn't a huge deal anyways. I just..." She shrugged a little, then flushed a bit as her breasts jiggled with the motion. "No, it's fine. Madoka... Madoka is really nice."

"Nice lay, right?"

"Sayaka!"

"I had to, I had to!"

Seizing control of the situation before Sayaka decided to throw out even more innuendo, Madoka cleared her throat, halting Sayaka and Hitomi in their tracks. "Alright, let's head out then." Madoka smiled, and turned around and led the four down the street.

Now that it was early afternoon rather than seven in the morning, there were quite a few more people walking around the city and going about their business, and Homura couldn't help but look around and see how Mitakihara had changed. Of course, no one was wearing anything that covered more than a bikini, and as a result Homura got a good eyeful of everyone's endowments bouncing around as they walked. It was a nice spring day, so of course a good amount of people were strolling around just completely naked, but some people were still wearing clothes. One set of maybe high school age girls were wearing bandages above their nipples, standing off in an alleyway and looking a little standoffish (well, as standoffish as you can be while you're getting rammed by a... maybe a 13 inch dick). A couple of business-women were wearing suit jackets sans buttons and stockings, covering everything except the most important bits. Lastly, one person was wearing... Wow, that was a lot of rope, huh? That had to be some fetish thing. Not a single person though, no matter their state of dress or their age (or their pregnant state; a significant portion of the people she'd seen had noticeable bulges in their stomachs), looked at all bad, though, with the worst-looking person she'd seen being just generically pretty.  
Her libido reared its head yet again, demanding that she fuck or be fucked soon. At this point, Homura had given up on ever controlling it, and mentally settled for satisfying it in more convenient fashions. From the way people were just generally fucking everywhere, the general societal impulse had shifted that way as well, with there being pretty constant sex just out of the way enough to be ignorable if you set your mind to it. The stores and restaurants along the road had changed slightly as well, the models in the posters being much sluttier and the featured meals incorporating cum and (human) milk. The café that Homura had spent the most time in it had a sign saying that they were hiring "milkmaids", featuring a futanari wearing the vaguest hints of a cow suit and posing appealingly to the camera. 

"I forgot that you really haven't spent much time in the city." Sayaka said behind her, and Homura turned around to face her. She grinned, and then grabbed her on the shoulder, pulling her in and smushing their boobs together. 

"So, the small-town girl has finally realized her dream and made her way to the big city!" She gestured to said big city with her spare hand, pointing at nothing in particular.

"Indeed," Hitomi said next to her, "although Mitakihara has not been a major metropolis until about twenty years ago, and is more comparable to a large suburb in size."

"Shut up, nerrrrrd." Sayaka rolled her eyes, then laughed. Madoka and Hitomi smiled along with the antics, and Homura couldn't help but join in. The rapport between the friends was undeniably strong before the stresses of the magical girl life tore them apart. Although maybe that had changed too...

"There are still a lot of things to do here, even if it might not be as big some other cities," Madoka said. "We could hang out at the mall like we're doing today, or we could go to the park, the subway, the movies, or just walk around town."

"The subways?"

Madoka nodded. "It's a little early for that now, but you'd go there to get fucked by businesswomen on their way home from work."

"I... see." Just the very thought turned her on, but at the same time it weirded her out to see such a slutty thing said by Madoka.

"Yeah, although the subways are a better lay on Fridays, when no one's in a rush to get back home and prepare for the next day." Hitomi chimed in.

"Eh, Fridays are for us to do stuff together! I feel like whoring then is kinda lonely..."

"Hey, not all of us have cute transfer students to fuck all the time!" Homura and Madoka blushed in unison, and then blushed deeper as they looked at each other's reactions. Homura turned away from Madoka, staring off at random people in the street instead. It didn't help her lust, but at least it hid her face. Sayaka continued, ignoring the effects her words were having on the two, or perhaps even being encouraged. "Poor old Sayaka-chan is being left behind by all her friends! I'll end up like those poor lonely farmgirls who have to be constantly milked cause they're so deprived..."

"What about Shizuki-san?" Homura asked, hoping that the conversation would shift to something less embarrassing. "Or, uhh, Kamijou-san?"

"Kyoko-chan is in the hospital... And Hitomi's got cram school, she's too busy to just rut in the middle of the hallway like some people. Also that tea ceremony thing or whatever." Madoka laughed sheepishly at the reference.

"There are plenty of students around that are more than willing for sex whenever, Sayaka-chan. Also, it's not just a 'thing', it's a long-lasting tradition dating back from the 13th century."

"OK, so it's an old and fancy thing, whatever, you still just jack off into a teapot and drink it."

"No, no, no. You have to mix several people's loads together, then steep them with the tea leaves, then ..."

Blue and green bickered about the distinction between the tea ceremony described and "a stupid slow circlejerk with a useless security check before you get to enjoy the cum" for quite some time. Given the way that they made sure to include Madoka's and Homura's opinions in their debate, Homura was relatively sure that they were just arguing for the sake of arguing, which seemed like something Sayaka would enjoy. In her own case, asking her to make a judgement on the practice would probably be like asking an alien on its opinion of whether toilet paper should go down behind or in front of the roll. Madoka didn't really have any thoughts on the practice either but was simply happy that Hitomi was enjoying it.

Before she knew it the group was standing in front of the mall. Sayaka and Hitomi had finally resolved their dispute, and Madoka pulled the door open for the other three. With a quiet thank you, Homura entered the building. The first thing she noticed was that the mall was much warmer than she remembered, most likely to support the severe lack of coverage in most people's clothing. Quite surprisingly, their uniform actually consisted of slightly more fabric than vast majority of the items on display in the mall. At some point though, it must be easier to just not wear clothing, wouldn't it? Or maybe the presence of clothing was a fashion statement. Either way, though, Homura expected at least some deference to temperature, considering Japan wasn't a tropical country by any stretch of the term. Apart from very skimpy clothing stores and posters, the mall wasn't much different from her memories. People still needed to eat and buy things, she supposed.

Like records of semi-obscure classical pieces. Homura waited patiently with Madoka and Hitomi next to the headphones as Sayaka perused the music store's collection. Every so often, she'd run back, tits and dick bouncing even under the confining straps, and listen to the track for a minute or two, then determine its worthiness. ("Kyoko wouldn't like it, would she?" "Sh-shut up!" "I believe the idiom is 'turnabout is fair play', Sayaka-chan. And no, I don't think so.") While Sayaka resumed her search, the three of them idled around.

"Sayaka-chan always takes a little while to find what she's looking for, Akemi-san. You may as well look around while she does so." Hitomi sighed in good-natured exasperation. Homura shook her head, mostly uninterested. "That's fine. Well, we can't just leave her; she's not that slow..."

Madoka giggled. "She really knows what Kamijou-san likes, all right."

Hitomi nodded. "I'm honestly a little jealous of Sayaka-chan for it. It's nice to see her face light up like that..." She stared off into space for a moment before refocusing on the conversation at hand. "But, it leaves us here with not much to do." Homura initially assumed that she was referring to Kyoko, which was probably accurate, but the wording left room for a possible crush on Sayaka. The love triangle that had sent Sayaka spiraling downwards might have became more complicated, what with the hermaphrodite hormones and single gender relationships. She would have to draw out more information, and quickly.  
Oblivious to Homura's machinations, Hitomi shrugged. "How about a quickie?" If Homura had been drinking anything, she would have spit it out in comical fashion. As it was, she merely stared blankly at the green-haired girl, her careful plotting completely interrupted.

"Eh, sure! Just as long as Homura is alright with it." Madoka said cheerily. Homura couldn't decide which of the two futanari to stare at, so she just kinda stared at the ground. It would probably take her quite some time to get used to all the wanton sexuality thrown everywhere. Even though she really should have expected something like this, the dark haired girl was incredibly taken aback at the suggestion. At the same time though, she couldn't deny the appeal the idea had...


	5. Mall the Merrier

Homura kept looking at the ground as she debated internally about whether to accept the threesome. Finally, her monstrous sex drive won out over all other considerations, and Homura capitulated to her lust. "Yes," Homura practically whispered, head still downcast.

"Alright, I suppose that settles it," Hitomi said, "do you want to just do it here, or should we head to the lounge?"

Madoka, like always, had other people in mind first. "The back room’s probably better. Someone might need the headphones to try music out, and we don’t want to distract them, right?" she reasoned. Homura merely nodded her assent, too embarrassed to say anything.

The three futanari headed to the back of the store. Along the way, Hitomi tapped Sayaka on her back, pointing out their destination. Sayaka nodded. "I'll meet up with you guys later. Don’t blow all your loads too early, ok?" she said before the selection of CDs.

The back room was separated from the rest of the store by a relatively thick metal wall. Homura opened the door to reveal an incredibly cum-stained room. Every surface was coated a layer of off-white that Homura had become incredibly familiar with over the last two days. The one thing that was mostly untouched was a smaller hallway probably leading to the offices and storerooms. The room smelled strongly of sex as well, the heady scent making Homura's mouth water and her dick and pussy wet.

Noticing Homura's shock, Madoka explained. "Every business is required to provide access to one of these rooms. The problem with publicly fucking is that the cum and stuff gets everywhere. Plus, it's kinda distracting, and sometimes makes really big orgies, which are fun but also really bad for actually selling stuff. So, if you’re getting a little too horny they can redirect you to the lounge so you can have sex at your own pleasure while out of the way. Walls are soundproofed too so you don't need to worry too much about people hearing you either." It made about as much sense as anything else did in this timeline.  
While Madoka explained the intricacies of designing stores around oversized futanari libidos, Hitomi was busy removing her clothes. "We are quite lucky today. Nobody's here at all," she said, peeling off her pussy patch. She tied her uniform into a kind of fabric ball, slid that into her school bag, then put it in one of the cubbyholes. Madoka was already joining her, and Homura followed suit, although she was noticeably slower than the other two. The three of them were soon standing there naked.

Madoka's body, of course, she was well familiar with, but now she was in a position to pay attention rather than just grab on and start thrusting. Everything about her felt soft and inviting. Her pillowy boobs were relatively restrained in their movement, with pointy nipples and pink areolae. They seemed like they had real weight to them, especially on Madoka's smaller frame. Madoka's slender arms were currently crossed under them and pushing them up just a tad, her smooth hands holding her sides in anticipation. Her torso, waist, hips and legs were relatively skinny, which served to make her erect penis stand out even more. It was a little shorter than Homura's cock at twelve and a bit inches, and was slightly thinner as well. If the word "cute" could apply to foot-long phalluses, Homura somehow felt that Madoka's qualified. The heavy balls beneath looked to fill an entire handful. Her ass was relatively small, but that was in comparison to the sex monsters (especially Homura herself) that populated this world; it still was nice and ample in Homura's eyes. Apart from that, she was the same Madoka that Homura remembered, full of cheer and happiness. The pink-haired futanari smiled at her as she finished her inspection, drawing out a little blush.

Hitomi was somehow elegant even standing there stark naked. Her large breasts seemed a little firmer than Madoka's soft pair, coming together at the ends and swaying from side to side whenever she moved. They created a natural titfuck window, a fact which she must have used to great effect in the past. Through a quirk of good genetics, Hitomi's body assumed the idealized hourglass shape naturally, with a slender waist and wide, childbearing hips - almost as wide as Homura’s own, even. The streamlined shape drew Homura's attention to her throbbing foot long cock, which seemed a little thicker than the other specimens that she had seen. Hitomi was absentmindedly stroking it, her dainty little hands seeming a poor match for her thick rod of flesh. Her balls also seemed a little bigger than normal sized, although from the angle she couldn't see exactly how big they were. Her pussy was dripping quite a bit, the secretions running down her thick inner thigh. Behind the thighs, Homura could see her ass from the front, which said a lot about its size. In general, Hitomi seemed a little more fleshy, curvy, and sexually mature than Madoka, who somehow maintained an aura of innocence even as she used her body in decidedly lewd fashion. Like, for example, teasing Homura about her sexual inexperience contrasting with her libido.

"Like what you see?" Madoka teased, lifting her balls to reveal her pussy and shaking the rest of her body around to cause jiggling. Homura flushed, which was rapidly becoming her default state. She should really attempt to control that. Madoka giggled, but then schooled her face again. "Seriously, though, are you sure about this?" The pink-haired girl looked somewhat worriedly at her. "You don't really seem comfortable with all of this."  
Homura had made up her mind, and it was hard to dissuade her once she had done so. "I- I'll be fine, Madoka-chan." She fought her blush down and calmed her features. "... I want this too."

"Okay." Hitomi stopped masturbating, precum dripping from her penis. She raised a cum-stained finger to her chin in thought. "How shall we proceed?"

Madoka clapped her hands together. "Oh, I have an idea! You just sit down and spread your legs, cause you're so eager. Homura, you come here, and I'll show you some of the techniques you can use." Hitomi slowly sat down, spreading her legs and giving the two others easy access to her pulsating cock. Madoka got to her knees in front of her, and Homura joined her on the cum-stained ground. The pink-haired girl motioned towards her, pointing at their classmate's dripping cock. "Here, let's practice oral first. Go on, give it a lick, just like you did with me." Madoka stuck out her tongue, running it along the side and paying special attention to the sticky head. "Juuust like that." Applying her own tongue to the fleshy rod, Homura tried to imitate the swirls that her more experienced counterpart was making. Hitomi's precum was just as delicious as all of the other cum she had had from both herself and Madoka, and she ate up all of the obvious droplets on her side of the penis right away.

Hitomi hummed in quiet pleasure as the two girls worked her penis. "Hey, Akemi-san, you don't need - ahhh - to imitate Madoka-chan exactly, you know. Something like - " Homura licked the ridge of the head in her quest for precum, interrupting Hitomi by inducing a long moan. "-that." Hitomi continued breathily. Encouraged by her success, Homura made longer and more vigorous strokes on the penis head with her tongue. Next to her, Madoka began leaving kisses along the length, moving from the balls up. Homura met up with her at the top of Hitomi's penis, and she received a deliciously cum-flavored kiss from her. They french kissed around the tip, lathering it with warm saliva. From the way Hitomi's moans increased in volume, she must be quite close. Madoka winked at her, and after a brief moment to work out the meaning Homura nodded her head, ready to follow her lead. As one, they moved to suck on the tip, suckling on it forcefully. Hitomi cried out, covering her friends in hot sticky cum and adding her own contribution to the layer of sperm on the floor. Madoka immediately moved to lick it off of Homura, and she shuddered as her hot tongue ran over her face. Hitomi had recovered from her orgasm, and moved over to Homura to join in. The two of them fished out all of the cum from her collarbone area, and then moved down towards her breasts. Homura shuddered as the two other futanari lapped at her sensitive boobs, leaving them wet and glistening in the air. As Madoka kissed her nipple, drawing a little bit of milk and coaxing out a moan, Hitomi moved her hands onto Madoka's body, scooping up the jizz. She cupped her hands and proffered her own cum to Homura. The time traveler licked the makeshift bowl clean, enjoying the salty flavor. She then turned on her crush, returning the favor by licking her clean as well. Hitomi sat back and watched as Homura finished her cat bath of Madoka, who shivered happily at the attention.

"You girls look like you're getting along nicely." It was Sayaka, who had finished up her business and had stripped while they were preoccupied with eating up Hitomi's mess. The trio stood up to greet her, and Homura took a moment to examine her in-depth as well. In a word, Sayaka's body was perky. Her breasts bounced and jiggled around like they were fleshy basketballs attached to her body. The erect nipples capping off them poked out more than average, having some height to them. Her penis exhibited the same kind of flopping around as her breasts, the 14 inches slapping against of her body as she walked. The problem of movement was exacerbated by Sayaka's habit of making exaggerated motions, which simply shook up things even more. Homura vaguely wondered if drinking from the blue haired girl's breasts would constitute a milkshake. Her balls bounced around enough that Homura could periodically see Sayaka's gaping pussy behind it. Sayaka walked forward to put her bag on a shelf, and as she went Homura could see her stretched asshole in between her huge ass cheeks as well. It seemed that Sayaka was a glutton for punishment, which fit her powerset perfectly well. That is, if she would once again wish to heal the violinist's hand.

Sayaka swung around to face the trio, shaking up all her assets yet again. "Hey, thanks for waiting for me!" She did a quick little bow, causing her breasts to go in all sorts of appealing directions. Madoka waved her over, and Sayaka joined them in their little circle on the ground. "You keeping up with these semen demons, transfer student?" she said as she sat down. Homura supposed so, which was somewhat of a worrying sign of her newfound sexuality. The dark haired futa nodded slowly in response. "Well, let's kick it up a notch then. Let's see what kinda stuff you're made of!"

Sayaka grinned rakishly, then with a quick move forward pressed her body against Homura's tightly, smushing their breasts together. With a thrust of her hips, their penises met as well, lining up. The sensation of their cocks throbbing against each other in unison was unlike anything she'd ever felt before, and she let out a long gasp. They were joined by the other two in short order, and Homura shivered at the stimulation. Not content with merely creating some kind of dick bouquet, Sayaka began thrusting her hips, sliding in and out. By some unspoken accord, the other girls started moving at different times, creating a dynamic where their thrusts acted like a cycle. Their penises were slightly misaligned, what with Madoka's being 2 whole inches shorter than Sayaka, but 2 inches off of 14 still added up to more than enough cock to play with. (Madoka giggled a little at the sight. "Well, I hope you guys are fine with my meager foot long dick…" she said with good humor.) The ample precum their motions were creating enabled them to start moving faster and faster, and Homura could feel pressure building up in her still sensitive loins. She hung along the edge for a little longer, bucking her hips wildly, only to be sent careening off of it when Madoka squeezed the bundle of penises together forcefully with both hands. She moaned, splattering the underside of their breasts and their stomachs with hot sticky fluid. While the pink-haired futanari began stroking their penises in a cupping motion, the other two began groping beneath the solid circle of titflesh, trying to score a snack of sperm. For her part, Homura simply panted heavily, trying to recover even as Madoka continued her assault, pressing the crowns of the four dicks against each other even as they thrusted.

Meanwhile, Sayaka cupped the underside of her right boob, scraping off some of the cum, and Homura let out a moan of pleasure at the stimulation. She fed some of it to Madoka, teasingly insinuating something about Homura's cum being her favorite because girlfriends or something, but her words were made unintelligible by the many gasps and moans, and they were a little preoccupied by the ongoing quadruple handjob and dick-rubbing combination to really respond in any way. On Sayaka's right, Hitomi had finished her meal, licking her fingers dry. Her wet hands dove in for the balls, caressing each heavy sack sequentially and touching lightly on the most sensitive parts. Homura was feeling very overwhelmed at the multitude of sensations her brain was receiving from her sexual organs; she blanked out a little when Madoka's fingers brushed against her glans. Unlike the other three, her hands weren't doing much, and she felt distantly guilty. She tried to finger some of their dripping twats, but the angle was such that Homura's arms weren't quite long enough to reach anyone but herself. She settled for stroking the bundle of penises alongside Madoka, running her fingers along their shafts and tracing out the thick veins. At some point, their dicks had synchronized in their throbbing, sliding against one another faster and faster albeit slightly out of time due to the variation in size. Homura raised her voice in pure pleasure, and the others added their own cries to the chorus. The quartet of moaning futanari somehow found the strength to speed up their motions, breasts breaking free and bouncing up and down against one another.

After what felt like an eternity, Homura came explosively, the twitching of her cock and balls setting off everyone else in the huddle as well. Not having the strength to press forward as tightly, she fell back; the others reacted in much the same way, resulting in everyone being lathered in four flavors of potent sperm. Homura almost thought that the licking process involved would be enough to set them off again and that they'd be stuck in an endless loop of eating their own sperm, but it seemed like the other girls had other ideas, focusing on their female sexes for the time being.

"Ahh, I forgot how nice frotting could be sometimes..." Hitomi sighed happily. Frotting, was it? Quite a strange name for a sex act. "But, I need some penetrative action right now."

Madoka's eyes opened in realization. "Ah, pills! Wait up you guys." She ran over to a small dispenser and came back bearing four familiar tablets. The shorter girl then popped all four into her mouth before kiss-feeding Hitomi, Sayaka, and Homura, one at a time. Homura thought that she had lingered a little bit on her kiss, but it might have just been her imagination. She washed the pill down with some of the more annoying loads on her face, and exhaled quickly.

"Hey, hey, I know. I'm really good about that, Madoka, you don't have to be my mom here."

"Just in case you forgot, you know? No reason not to." Homura had actually forgotten, so she was really glad that she wouldn't end up carrying Hitomi's child or something. Madoka, though… Best not to think about that now, really.

"So then, how are we going to go about this now?" Hitomi asked.

"Three dicks, three holes," Sayaka pointed out. "Sounds good to me. We can rotate."

"I, uh, don't know if I could handle all that at once." She was slowly growing more comfortable with the idea of being a massive slut, but her mind was still catching up to her body here. "Maybe just one..."

"Well, that's fine... Hmm, how about anal? I dunno if you've done it before, unless maybe you did it in the trance, but it's pretty easy." Madoka looked concerned, yes, but she also looked fairly eager to fuck Homura in the butt.  
"In fairness, what you do after your erection doesn't really… count? Hakase-sensei told me that I spent like fifteen minutes just trying to stick my dick into a faucet because I thought it was hot, apparently, and she had to pull me off since I might have trapped my penis in there, and I was cumming too much and might have broke it. But it's not like I have a faucet fetish now or anything."

"Hitomi-chan's right, but at the same time it's not like you really need practice or anything. Just stick the dick in, your body will figure it out. Trust me, I know this from… experience." Sayaka winked with that last word, putting some extra emphasis on it.

"Mmm… okay, I suppose. I'll have to try it at some point anyways." At a certain point, she felt like some girl was just gonna come up and stick her dick in there, judging by what she'd seen basically all day. She had some protection as the new girl and as a sickly person, but sooner or later she'd definitely just get fucked. Might as well have the first time be with someone she actually knew. (Well, and who she was… very close with.)

Madoka beamed at that. "Okay! I'll be as gentle as you need."

"Damn, girl, you're getting the first crack at the ass the whole class was worshiping!" Sayaka whistled. "Careful, Madoka-chan, you might get your dick lost in there."

"I'm sure Homura-chan will let my penis out if I ask nicely." Madoka tilted her head and smiled widely, then looked back at the pair being somewhat left out questioningly. Hitomi nodded and Sayaka shrugged, both seemingly alright with the idea. The three of them exchanged a significant look, but Homura was a little too preoccupied with mentally preparing herself to think about what it meant.

Homura's mentor in all things sex sat on the ground in a familiar pose, legs spread wide open, penis fully erect and pointing skyward. She looked at the dark-haired girl expectantly. Homura grabbed her tightly, locking into a tight embrace, then looked down at the fleshy rod that she was going to impale herself on. Slowly, painstakingly, Homura sat down on the thing, gasping as her anus was stretched out bit by bit. It was admittedly slightly uncomfortable at first, but she had done much worse things to herself, and the discomfort was balanced by the wonderful feeling of being so filled. Soon enough, the entire length was buried within her.

Madoka gasped a little as Homura hilted all the way. As Homura began the laborious process of moving back up, she pulled backwards, speeding up the process. Soon, they had reached a steady pace, oscillating in unison. Homura's breasts bounced up and down merrily, scraping against Madoka's nipples on the downswing and coaxing out a little fluid each time. Her own cock slid in and out of the very bottom of Madoka's sperm-covered cleavage with each thrust. Out of the corner of her eye Homura spotted Sayaka railing Hitomi doggy style, but couldn't muster the attention span required to keep track of them too. Madoka's cock quivered deep inside of her, and she let out a gasp indicating that she was on the edge of orgasming. The pain of having such a large cock in her had gone away, leaving only a warmth that spread out from her core. She closed her eyes, and then clenched her walls around Madoka's length, which set her off. She stopped pounding and gasped loudly as her cock shot its heavy load into Homura's anus, who made a half wail, half moan from the sensations. Madoka slumped backwards, catching her breath a little, and cum dripped down along her shaft. After not too long, however, she was ready to go again, and slotted herself back in.

"Hey, can you turn yourself around?" Madoka probably had some evil lewd plan, but Homura acquiesced anyways. She didn't want to take herself off of her cock, so she kind of awkwardly spun around while bobbing up and down to face Sayaka and Hitomi, cum leaking out of the latter's vagina. A pair of hands reached around from behind her, grabbing onto her nipples and pinching a little. "Here you go. Drink up!" she said. The two girls each claimed one of her oversized mammaries for their own. Sayaka went straight for the nipple, suckling like a newborn, whereas Hitomi was content to run her tongue around for a little, lapping at the sensitive flesh. Soon enough, though, she joined her blue-haired classmate in the task of wringing all of the milk out of Homura's heavy boobs. The magical girl was so preoccupied by the two futanari drinking up that she nearly forgot about the third, whose penis was still embedded deep inside her. Madoka's hands grabbed her hips and she started moving again, sending shudders throughout her body and shaking up her tits and ass. In truth, she couldn't tell which was shaking more, nor could she tell which she enjoyed more, but rather understandably the cock inside of her demanded full attention.

As the thrusts increased in force and frequency, Sayaka and Hitomi stopped their dual assault on Homura's chest with wet pops, getting up from their kneeling positions. They put their dicks in front of her face instead, the throbbing lengths looking delicious to the raven-haired girl's sex-addled mind. She grabbed one with each hand, pumping them as hard as she could manage. She turned her head, sucking on Hitomi's cock for a little while, and then switched her mouth to Sayaka's and pumping Hitomi with her hand instead. Madoka pressed her body against Homura's back as she reamed her, breasts pressed in and hot breath coming in short gasps against the small of her back. Her hands left Homura's hips and attacked her cock instead, giving her a handjob from behind. Homura was quite frankly overwhelmed, eyes rolling back into their sockets at the stimulation. She gave up on the blowjob, simply forming fists around the cocks around her. The standing girls were more than happy to help out, thrusting into the holes that the hands made, and making out messily above her head. Madoka's body quivered against hers, and she prepared for one final thrust. She slammed home a final time, but at a new angle, hitting an incredibly sensitive part that Homura had no idea she even had. The two came as one, moaning together as their balls pumped out another load. Homura released more cum than she had ever before, coating a large area on the floor. She felt another large rope of cum join the first deep inside, coating her walls in fresh, virile semen. Above her, the blue and green duo sped up their own thrusting, wanting to join their friends in post-orgasm bliss. With a pair of powerful calls they came onto Homura's waiting face and upper body. There was no way she could possibly catch it all with her mouth, but she tried anyways. After she had drunk her fill, she slumped back into Madoka, who flailed a little before catching her. Homura laughed quietly, embarrassed, and Madoka held her tightly. Homura leaned back into the soft body behind her, closing her eyes and sighing.

Her short rest was rudely interrupted by Sayaka, who still had a lustful gleam in her eyes. "Come on, transfer student. It ain't over, not by a long shot." She articulated the last words in a sensual way that sent shivers down her spine. Next to her, Hitomi looked a little calmer, but her panting and heaving tits belied her desire for yet more. Homura's eyes widened in surprise, and she turned around to look at the girl she was using as a body pillow. Madoka had the good grace to sheepishly look at the ground, but Homura could tell by the way her body tensed underneath her that she was in agreement. The worst part about it was that she herself was raring to fuck some more. Sayaka nearly dove onto her, and they continued.

After that, Homura's world was a whirlwind of flesh, sex, and pleasure, lasting for roughly a couple of seconds or maybe forever. She knew vaguely what they'd done, but it was as if she were merely watching herself fuck and be fucked like a futanari possessed. As expected, her ass was definitely a focus, both Sayaka and Hitomi immediately fucking her there almost as soon as Madoka pulled her penis out. In contrast to Madoka, who was fairly gentle about ramming a foot of dick all the way up Homura's ass, both Hitomi and Sayaka were rougher about it. Hitomi was just a little more forceful, comparable to the magical girl's worked out pace with the dildos back at home, but Sayaka had just straight up slammed her entire length up without any preamble and kept up that pace for the entire time. She'd grabbed onto her ass really tightly, fingers sinking into Homura's ass cheeks and just pounded away at it, even though there was a ton of give with how much ass there was to play with. The sexual novice had no real idea whether anal was supposed to feel good for the recipient, but it certainly felt great as a futanari, each of the thrusts plunging deep inside of her and sending ripples throughout her body, the ones hitting that special core drawing out spurt after spurt after spurt of hot semen from her penis. The two girls not currently fucking Homura in the ass generally were still focused on the black haired girl, smothering her face with their breasts, rubbing their dicks on Homura's own set of tits, and generally contributing to the coat of cum that she'd acquired, whether coaxing out some more layers from Homura's dick or by making additions of their own.

That wasn't to say that fucking Homura in the butt was the sole activity; the other three were more than happy to get as good as they gave. After they'd filled her up with 4 loads, they were starting to run into some space issues with all that cum; even though Sayaka and Hitomi had pulled out and sprayed her back instead, the sheer size of their cumshots meant that there was too much sperm to realistically fit anything in there without unreasonably distending her stomach (and with how much her cavities stretched to accommodate their oversized dicks, that was really saying something). The focus shifted from there to the other futanari one by one, albeit with slightly less time spent on each one. After she'd given the time traveler the introduction to anal, Madoka decided that she also should show what it felt like on the other hand, "to help you better use that amazing ass of yours." Thus, Homura had been the back third of a "spitroast", Sayaka providing the dick in her mouth and the left out Hitomi kneeling on the ground to service Madoka's cock. Anal sex wasn't terribly different from vaginal, with the main difference being that anal was a little tighter and a lot less wet, but the core sensation of being enveloped in warm throbbing flesh was still the same. Now that she was the one penetrating, she recognized the lubricating effect of the cum coating her cock, doing a lot to let her thrust as fast as she wanted without it hurting. Hitomi, on the other hand, had just asked the three of them to stand around her "for practice", staying on the ground and working on the three dicks presented to her with her hands, breasts, and mouth. She very much enjoyed the three of them jacking off on her, judging by the way her pussy was dripping as she did it. Sayaka, on the other hand… well, she kind of just spread her own asshole and demanded that they all fucked it at the same time. If people's asses were normally tight, adding another 2 foot long dicks exacerbated the issue extremely, enough that none of them could individually fuck her without carrying the others along. It was a fairly big issue positionally, requiring Madoka and Homura to squish poor(?) Hitomi's body pretty severely just to get their hips into a decent fucking position Homura could barely handle a single dick fucking her, let alone 3, but Sayaka seemed to be taking it in relative stride. Although, her eyes had rolled up and she was mumbling incoherent noises of pleasure every time the three of them thrust as one, actually even matching the three loads with three of her own.

The next thing Homura consciously was aware of, she was laying on the ground, Hitomi besides her, absolutely covered in warm liquid. She shifted to the side, feeling a warm leg beneath her. Looking up, her eyes met Madoka's; the pink haired girl was supporting the two of them with her thighs. Sayaka was at the closet area, hobbling around for their clothes. Her ass was probably still sore from the brutalization her friends had given her - apparently, even futanari had their limits. She looked at the mess they had made, and exhaled from the exertion. She wasn't sure how much of it was her body being practically built to fuck all day and how much of it was the practice that the three more experienced girls gave her, but the time traveler was quickly becoming fairly skilled sexually, able to keep up in their foursome with minimal trouble. Her breath still tasted like their delicious cum, and she was dripping from basically anywhere.

Madoka sighed happily. "Shower time?" she asked, although the answer was pretty obvious. Homura rose from her comfortable seat in Madoka's lap, aching pleasantly in her groin and chest areas. Of course, her cock had defied all laws of biology and common sense, and was still hard as steel. To be honest, she probably could have kept going, which was an extremely scary thought after she had already came 15 or so times in the last… it had to have been at least an hour, right? Homura sighed, and shook herself off, cum flying all over the place. She looked up to see everyone else getting up and stretching as well.  
They left the lounge behind them still naked, carrying their clothes. The receptionist at the music store proper noticed them leaving, and handed Sayaka a stack of records. "Cum again!" she said with a wink. Sayaka laughed at the joke, chest heaving in time to her breaths. With an assurance that they would, they left the store behind them, still dripping a little.

Thankfully, there were showers basically everywhere, taking the place of the female restroom in the old timelines. (A fringe benefit of hermaphroditism: being able to use urinals. It saved a good bit of time and effort.) Homura was worried that the others would start masturbating in the shower, being somewhat tempted herself, but it seemed like the others had had their fill as well. They washed the cum off with practiced ease, then filed into a specialized drying chamber, which resembled an airport security scanner somewhat and dried them off with warm air blasts like a hair dryer. Homura followed suit, and was surprised at how quick and effective the whole process was. She felt almost completely clean, the one little snag being that cum was still dripping onto her legs from the huge loads she had taken. They had really broken in all of her holes quite well, given that she was basically a virgin that morning. Or maybe they had started out broken in, Homura didn't know and didn't really care.

The four futanari put their uniforms on, returning to their state of nominal dress. Hitomi stretched her arms in front of her, letting out a contented sigh.

"Alright, now what?" Sayaka asked, energetic as usual. "You guys want to go shopping some more?"

"Mmmm, I think I'll have to pass on this one. I have to write an application." Hitomi turned down the offer, looking somewhat downcast at having to leave.

Madoka smiled at her. "That's fine. See you later, then!" The three remaining waved at her, and she waved back as she walked off. The pink haired girl turned back towards her two friends. "I think it might be a good time to split up?"

Sayaka shrugged. "Sure, I guess I can go see Kyoko-chan then."

Madoka nodded. "Ah, she's getting out soon, right?" Homura came to a start at the words, shocked.

"Yeah, her arm's almost done! I gotta hit her up and give her one last gift in the hospital. Kinda like a getting well gift, you know?" The gears in Homura's head began to turn. Kyosuke was no longer crippled for life, just temporarily. What the hell had changed? Would Sayaka still end up contracting? Had anything else relevant to their contracts changed at all?

As Homura mused, Sayaka left as well for the hospital. She absentmindedly waved along with Madoka, preoccupied by the dilemma she was faced with.

A thought occurred to her. Madoka had wished for everyone to be happy. Homura had assumed that it was solely the retroactive transformation into hermaphrodites, but of course Madoka wouldn't settle for that. Of course, her mysterious ring might have affected her in some fashion, but Homura believed that Madoka's essentially kind nature would still shine through. Did she have enough karmic power to really create utopia, just like that? Homura doubted it, but it could be possible. Even if she had, Kyosuke still had been impaired for some time, so it obviously wasn't perfect. But, it was still feasible that she had improved life for everyone in some way. It was also possible the butterfly effect was responsible, altering Kyosuke's actions in some way. In any case, Homura needed more information, and she needed it badly.  
Looking up, she noticed that Madoka was looking at her, a concerned expression on her face. "Is something wrong?"

"Ahhh… no, not really, thanks. Just was surprised by something."

Madoka didn't look like she believed her, but let it go anyways. "Mmmm, if you say so. I guess I'll go home now; it's almost dinner time. Do you have something to do now too? Ah, if you don't, you can come with me, if that's alright with you..." she trailed off, embarrassed.


	6. Meat and Greet

“Ah, yeah, I’d best get going." Homura said. “I have to, uh, unpack."

"Oh, is that so?" She sounded just a little disappointed, and it took a disturbing amount of willpower to not recant immediately and go with her. "Just remember, if you ever need me, I'll be there for you." She pulled her into a quick, chaste hug, and despite all of the time she'd felt Madoka's body that day Homura was still shocked at the contact. After a short while, she remembered herself, and hugged back awkwardly.

"Umm, yeah." She fought herself back into control. "I'll remember that." Madoka had actually already told her that, several lifetimes ago, and Homura had responded similarly.

Madoka released her after a short while. "I'll see you tomorrow, Homura-chan." She turned around, blushed a little, and then ran off, holding her heaving chest in with her right arm as she did so. Homura watched her go, somewhat bemused. She shrugged after a while. It was good to know that at least one other person was embarrassed by this kind of thing in this crazy sex-filled world.

She shook her head to clear out some of the warm and fuzzy feelings she’d gotten from the contact and began walking through the semi-familiar streets around the school, ignoring all of the skin contact that wading through the crowded streets implied. A few grabby hands went in her direction from people who were very much interested in getting a handful, but all of them let her go without much resistance when she pressed forward. Homura had been pretty worried that the horny futas around her would basically start fucking her heedless of any protesting, especially since Homura herself was included in that group and likely wouldn't really be able to resist her own urges if pressed, but it seemed that they were actually fairly good about respecting obvious signs of disinterest. The magical girl had always been good at suppressing her own desires in pursuit of the ultimate goal of saving Madoka once and for all, but her new body's constant need for sex would likely prove to be too much for even Homura's single-minded stubbornness were the issue to be pressed. Or if her ass were to be pressed, because it felt really good for basically no good reason.

Overly grope-happy hands aside, she basically had to find the Incubator and get the most complete picture of the situation, even if Kyubey was as uncooperative as she expected. Just in case, she sent out a telepathic call asking for the Incubator, not really expecting an answer but trying just to make sure. As expected, nobody responded, so Homura tried to retrace its steps. Kyubey was annoyingly hard to keep track of, moving erratically and often times following the also turbulent path of the local witches. Thus, the beginning of each time loop was an exercise in improvisation, since minor things very often changed between timelines; obviously, the completely different world this time would cause Kyubey to act even more unpredictable than normal. However, it had to have at least some presence in Mitakihara, though, since Madoka was such a huge prize for it. The rat still hadn't responded to her, so it must have not been in range? Admittedly, it might have been hiding from her, although that was most likely not the case given that they hadn’t interacted yet. Not here, then; she would have to start searching in earnest.

Homura checked her Soul Gem just in case, noting that it still looked perfectly clean. It had only been a day, after all, and she hadn’t done any serious magic use, but it might be time to change that. Pressing her hands to her soul, she poured her magic into the gem, willing herself into action. With a surge of adrenaline, the familiar outfit appeared on her body, size somewhat adjusted to match her extremely sexualized figure. Her penis, however, was too large for even the magical pantyhose, half of its length outside of the band and peeking out from under her skirt instead. She considered her appearance, then shook her head. This was almost as much clothing as an entire store's inventory. Since magical girl outfits were tied to their personalities, they probably would be just as skimpy. There was no possible way that it could go unnoticed by other magical entities, especially by the Incubator, even if she would be out of the eyes of normal people. Far too many questions for far too little payoff. Sighing, she dispelled the outfit, returning to her barely existent uniform. She could still enhance her legs without it.

Freed from the constraints of human travel, she roamed the rooftops on autopilot, pulsing out with her mind every so often to find either an Incubator or a magical girl, whichever came first. It was dangerous to assume that it would necessarily be Kyubey and Mami, considering how much had changed. There were at least 9 incubators, after all, given Kyubey’s naming scheme - the Incubators didn’t seem like the kind to have their names be wholly impractical - and who knew how many potential magical girls there were when the potential pool had at least doubled in size. Actually, who knew how large the population could have gotten? The pool of potential magical girls would have doubled, but the pool of potential mothers would have as well. Given how everyone was extremely fertile and just as horny, it would stand to reason that there could conceivably be significantly more than 7 billion or so futas, even with the magic contraceptive pills. In any event, though, the idea was the same: more magical girls, more unknowns to deal with. She would have to be tactful and make a good first impression.

Finally, she got a response around the business district. It was someone who she had never heard before. _Hello?_ The mental voice sounded fairly old,  something that put Homura on guard almost immediately. Magical girls as a rule contracted young and died quickly, quickly falling to witches, other magical girls, or despair. Mami and Kyoko were practically ancient, and they had only been contracted for two or so years. She might be speaking to a once-in-a-lifetime prodigy, a magical girl who beat the odds with consummate skill, power, and savvy. She had best be careful around this newcomer.

 _Umm… Pardon the intrusion, but do you know where the Incubator is?_ It was best to be polite in this kind of scenario.

 _The Incubator, huh? Last I_ \- Her message was interrupted by a wave of pleasure, causing Homura’s groin to tingle in sympathetic reaction and her face to flush. She had interrupted someone clearly in the middle of sex. It certainly made her earlier caution seem a bit... silly, but probably even those with consummate skill, power, and stability had to have sex every couple hours. _Ahhh, that felt good! Oh, sorry ‘bout that._

 _Ah, it isn’t that big of a deal…_ She felt more awkward than anything, but she was quite used to that particular feeling.

 _Anyways, last I saw her it was yesterday. Kyubey-chan said she was headed out of here, more towards the inner city. Something about a new potential? I dunno, though, you can’t get anything out of her if_ -mmmm!- _she doesn’t want you to know._ The usage of feminine language to refer to the Incubator was new, but not entirely unexpected. After all, there weren't exactly any males to refer to with a male pronoun. The diminutive honorific might be just this magical girl's friendly demeanor, given that she was chatting with some stranger even while fucking, or it might mean something more.

In any case, she had a lead to go on, no matter how tenuous. Kyubey was heading for the more residential areas, looking for contracts. She nearly bowed out of respect before remembering that mystery magical girl (woman?) couldn't see her. _Thank you._

 _No problem!_ With that, the link faded away, her counterpart presumably going back to enjoying the sex. Homura turned around, heading back in the direction of Madoka's house and still experimentally calling out with her mind. Madoka lived more on the outskirts, but it never hurt to check. She broke out into a light run, just to make absolutely sure. When she arrived there, there was no sign of the rat around, not even in the tree next to the window. It was around 5:30, so the family must be eating dinner right about now. A fairly hasty peek from her tree hiding spot revealed that Madoka wasn't in her room, which supported her hypothesis. Just in case, she called out again, but no one responded. There was no reason for Kyubey to hide from her just yet, so Homura turned away and left after one last check. As expected, Kyubey would wait to contact the pink-haired girl.

Around ten minutes of fruitless wandering searching later, she realized something very important. She herself was a new contract who suddenly appeared a day ago. Plus, she lived in the inner city, didn't she?

 _There you are. I've finally found you._ Kyubey, as it turned out, must have been looking for her the whole time. Homura spun around, looking down at the ground for the small ferrety alien, and then up, and up, and up, and - okay, that was a bit too far, back down again.

She stared in shock at the being responsible for all of her misery and also her possible salvation, who was looking much less like a little white rodent and more like a big, bouncy futanari who just happened to have animal ears and a tail. Well, big in the asset sense, but the Incubator was actually fairly short, around half a head below her. You wouldn't think it looking at both her breasts and her ass, though, both sets being absolutely massive soft mounds of flesh. Her ass was just a bit smaller than Homura's, as far as she could tell, but her breasts far outstripped even Homura's impressive pair by a good margin. She was pale as snow except for her red eyes, which had stayed mostly the same from her previous incarnation. Her white hair was arranged into twin tails, resembling her "bangs" in small form, and retained the haloes that hovered in place around them. The pointy, kitten-like ears remained on the top of her head, but she also had regular, human ears for some reason. She was as skimpily dressed as everyone else on the road, clad in the vaguest impression of a dress. Several vertical strips of pure white cloth barely covered the important areas and accentuated her natural curves. There was a series of dark red lines running across her thighs, hips, and abdomen, forming the suggestion of a circle around her penis and vagina. To top off the whole package, a large white fluffy tail protruded from her rear, falling down halfway between her legs. Overall, there was a sense of unreality about the Incubator's human form, her movements a little too smooth, her features a little too perfect. Her face was affixed with an unnatural smile, just a smidgen too small to be really human. The Incubator's eyes seemed to pierce through Homura, analyzing and judging everything about her. Homura's fight-or-flight instincts -and her longstanding distrust of the Incubators- nearly screamed at her to burst into action, but she fought them back.

 _You seem shocked at my appearance._ The mental voice had the same faux cute cadence that it - no, she - that she always did.  She tilted her head to the side a little, hair swaying back and forth from the motion, scrutinizing the magical girl in front of her. _Given the evidence, I believe it is safe to conclude that you come from a different system of magic entirely..._ "Isn't that right, Akemi-san?" She thought and spoke at the same time to uncanny effect. Her voice was similar to her mind, all soft, even, and cutesy, but it sounded realer, and it was another reminder that Kyubey had a humanoid body now. Homura recoiled, and stepped back. Her brain and her groin were warring on the appropriate reaction, and from experience she knew that the latter would win out eventually. Kyubey noticed this, still smiling at her. She continued, only speaking this time instead of using telepathy. "In fact, you are most likely not from this dimension at all."

Homura stiffened. How-?

"Your magical signature is unique, even without the transformation." Before Homura could even finish her thought, the newly anthropomorphic alien continued. "Akemi Homura was a completely normal potential until yesterday, where she gained several novel traits. In addition, you seem quite uncomfortable with my physical form but not the telepathy or ears, which indicates that you have interacted with Incubators enough to recognize their signs and methods of operation, but in a different form." The smile stayed throughout the conversation, adding to the unnerving feeling. She felt like she was trapped on an examining table, waiting to be dissected. No, worse, she had already been dissected, and was simply waiting for the end. She tried to stay silent to avoid giving any more information, but the damage had been done. Kyubey leaned in such that their breasts just avoided touching, looking up at her. Homura nearly tried to shoot her then and there, but she was untransformed, and besides it would make her more suspicious than she already was. She swallowed nervously. As much as she hated the idea, Homura would most likely have to cooperate with the Incubators. She was in a quite poor position information wise.

"Uhh, yes. Yes, you're correct." Kyubey waited patiently for her to finish, ears twitching back and forth in an undeniably cute fashion. Homura soldiered on, trying out a desperation play. "I'm a time traveler. My goal is to save Kaname Madoka from contracting, and every time I fail I go back to try again." She had actually tried this once before, but even though Homura had obtained Kyubey's nominal cooperation Madoka still had made the contract to save Homura from Walpurgisnacht. Kyubey, of course, accepted; Homura doubted that she was willing or even able to stop a potential from making a wish if she truly desired one.

Kyubey withdrew from the close proximity (thankfully for Homura - she really shouldn't want to fuck the thing that had given her so much trouble throughout her life) and closed her eyes, giving the appearance of pensiveness. "Even without outside interference, Kaname Madoka is one of the people most likely to make the contract. I assume you have not had much success." She reopened her eyes, staring at Homura again. "However, what is your particular problem with the magical girl system?"

"What? How-" Homura immediately realized why in fact the Incubator didn't know about why people found the system objectionable. "Oh."

Kyubey continued, heedless. "The vast majority of contractees, if they can reach a year's time, are satisfied by their position for at least ten years, and in most cases the rest of their lives." The time spans being thrown around boggled Homura's mind. Magical girls had lives to live? They regularly made it past two years, let alone ten? Her world was being undermined around her. "I assume this is a consequence of your alternate reality's system for overcoming entropy." Homura slowly nodded. Kyubey was being oddly helpful for some reason, so she might as well let her continue.

"Allow me to correct your mistaken assumptions." Kyubey raised her right index finger and placed her other arm at her hip, assuming a lecturing stance with no small amount of sashay added to it. "The primary role of a magical girl is to surpass the laws of thermodynamics by converting human despair into magical power. The primary method is magically charged sexual intercourse, in which the contractee absorbs despair directly through seminal fluid. They then process the despair into magical energy, and can then transfer it back to the Incubators via a similar process for further refinement into useable energy. " So magical girls literally fucked the despair out of people? It made a strange kind of sense. "In addition, if unchecked for too long, despair coalesces into daemons, who represent both an inefficiency in despair collection and a potential threat to human development and thus to energy collection. Magical girls therefore also gain a set of magical powers, which are individualized to large degree but always include at least one form of direct offense. Their souls are crystallized, which grants immunity to the aura that daemons emanate among other things. Lastly, to provide additional incentive to contract, some of the energy made from the contract itself is siphoned in order to grant one wish to the magical girl, with the potential effects being only limited by the girl's magical potential."

"Why are you telling me this?" Homura had a nagging feeling of manipulation, noting the Incubator's fairly precise language. Kyubey always gave only as much information as would achieve her goals, typically giving technically true statements but leaving out anything.

"Your situation is highly unique and could be of great value in understanding additional facets of magic. Since you potentially have the ability to leave this world whenever you choose, it behooves me to be cooperative in order to minimize that possibility. In addition, magical girls are valuable resources, and maintaining positive relations ensures that I have more control over them and can increase their efficiency." While it was obscured by Kyubey's typical ruthless practicality, Homura understood the gist of the message: help me, and I'll help you. It left a bad taste in her mouth, but perhaps their goals were no longer diametrically opposed. This timeline's magical girl system seemed a lot softer (in more ways than one), and if she understood correctly Kyubey actively manipulated their lives in order to ensure that they survived and were fulfilling their duties. It was a hell of a lot better than leaving them to witch out alone, that was for sure.

Without further ado, Homura brought her Soul Gem up in the interest of clarity. Kyubey's eyes seemed to widen ever so slightly, although she couldn't really tell. A simple thought, and she had transformed. As the magic faded, Homura felt the constraints of so much clothing chafing on her, her penis protesting at the confinement and the relatively rough elastic of her pantyhose. She stuck with it anyways, bearing the slight discomfort as the much less dressed Kyubey examined her with a critical eye. After a short while, the albino girl nodded. "Yes, that is most definitely a transformation that is undeniably not native to this world. Please explain to me the specifics."

And so, Homura did just that. She went over how magical girls made the wish, fought witches, fell to despair, and became witches themselves. Kyubey, for all her faults when speaking, was a good listener, and followed attentively. The time traveler detailed how witches and their familiars reflected the life of the magical girl that preceded them, how they sapped the will to live from people with the witch's kiss, and how they hid from the world in barriers. How magical girls fought over territory and the all important Grief Seeds, then spiraled into despair, falling faster and faster before exploding and becoming a witch. She didn't go into specifics from her own life or her powers, trying to maintain at least some secrecy, but in all other respects had made a fairly thorough explanation.

When she was done, Kyubey processed the information she had given. Finally, she gave her analysis. "It is something I had considered, but discarded as less efficient. Presumably there are differences that shift the balance between the two options. There are marked similarities between these 'witches' and magical girls here, although they are more obviously inhuman in the former case. They share the same primary function, at least." Kyubey had skipped the middleman and was making witches directly? But, the woman she had spoken to with telepathy hadn't been attacking everything. In fact, she was… doing her job, if Kyubey was correct (and she always was if she wanted to be). It honestly sounded like a more reasonable deal. What the hell did that mean for Madoka then? Did she just give up on everything she had worked for and just let her contract? She felt powerless; all the work she'd done, all the sacrifices she'd made, all outweighed by a single wish. At the same time, if it saved Madoka from her fate of becoming a witch, she would suffer every degradation, every torment. Still though, it ate at her, having changed so little in so many loops except Madoka's karmic importance.

The Incubator continued, heedless of Homura's crisis of faith. "Of course, this means that you have no access to 'Grief Seeds'. We will need to discover an alternate method of purifying your Soul Gem." Kyubey's disturbingly nice streak continued with her actively showing care for Homura's well-being, however manufactured and utilitarian it might be. Homura was so focused on Madoka's fate that she hadn't even realized that she would literally die in around a week's time if her despair was left unchecked. Even as she realized it, another strand of black corruption materialized in her Soul Gem from the sheer shock of her impending death, still held aloft. She closed her eyes, compartmentalizing all of her fear and sadness into a little corner in the back of her mind. For a magical girl, it was an incredibly dangerous thing to do, but Homura had plenty of experience and willpower, and right now the dread was threatening to overwhelm her. Instead, the gears in her head began spinning as she thought of potential solutions.

Kyubey was doing the same, albeit faster. "There are several possibilities. The first one is you may be able to recreate a contract with me, which would allow you to recover the same way that the rest of the magical girls do. However, you most likely would not get a wish, as the potential energy difference will not be enough to support such a transaction even should it succeed. The second is that your unique Soul Gem may still be compatible with my purification process, and I can directly cleanse it. The third is that another magical girl will be able to cleanse you of despair like she would any other human." So they had identified the same ideas. Homura was hoping somewhat that the albino would have had more ideas, but it seemed that that was all there was. Now, all there was to do was to choose one.


	7. Tea for Two

In the end, she had decided to go and meet Mami. She was quite familiar to Homura due to their close proximity and was more than willing to help out newcomers, having mentored several magical girls in the (alternate) past. They went to the same school, anyways, so she might as well go over and introduce herself now and be polite about it. Kyubey had no opinion in any direction, saying that each of the choices was "a rational decision from the presented information", which didn't exactly inspire confidence in her. Still, though, the Incubator was willing to point her in the right direction, pinpointing the older girl in her apartment. They walked through the crowded streets, people glazing over Kyubey's presence but still subconsciously avoiding colliding with her body. It freaked out Homura somewhat, but it was relatively tame compared to all the widespread changes, so she was able to ignore it.

They made it to Mami's house without too much conversation, Homura still coming to terms with their alliance and Kyubey content to simply walk along if Homura didn't want to speak. They did agree to keep Homura's time travelling a secret, the magical girl coming up with a relatively plausible explanation with the Incubator's help. The dark-haired girl paused in front of the door, not wanting to interrupt her fucking someone like she had with that other magical girl. It swung open on its own anyways, Mami's voice calling out with a "Come in!" from somewhere within. Kyubey must have messaged her ahead of time, which made Homura feel a little stupid for being so wary. Of course, she might be having sex anyways, who knew.

They walked into Mami's room, the door automatically closing behind them. Mami's cozy little apartment hadn't changed much at all, which Homura found comforting. She wasn't there though, which meant that she was in the small kitchen. After a little hesitation, Homura walked into the side room and got her first look at futanari Mami.

The very first thing she noticed were her gargantuan breasts. They were the largest pair she had seen in her life, and considering every single person she'd seen this reset had had boobs bigger than their heads that was saying quite a lot. Homura stared at the watermelon sized knockers and their gravity defying roundness, marveling at the sheer size and weight of it all. How the hell did she walk at all? Did she have help or something? Well, not like Homura had any room to speak here, considering her similarly oversized ass, but even so... Her nipples and areola were similarly oversized, fat nubs sticking out from the red circles. They were currently squirting milk into a set of tubes connected to a tank, Mami manually massaging her tits and coaxing the fluid out in a steady stream. Her movements were incredibly broad, covering as much as she could of her ridiculous endowments with a circular motion. She then grabbed onto her tits around the areola and began squeezing inwards, forcing the milk out in thick white jets. She moaned with each compression, breathing heavily and moving her breasts around even more. Finally, with one last long spurt, the milk flow slowed a little. Sighing with happiness, Mami popped the suction cups off of her boobs, letting them return to their natural place. Homura finally managed to tear her eyes off of the veritable mountains of tit-flesh, and checked out the rest of her naked body. The rest of it was the standard fare: you know, nearly foot-long dick, big cum-heavy balls, bottomless pussy, legs for days, unblemished skin, big round ass, the usual. Her hair was still curled into drills, and Homura still couldn't believe that it was natural. She must have curled it somehow, right?

The blonde looked at the newcomers, and smiled in greetings. "Hello, Kyubey-chan, and hello to you as well. I'm Tomoe Mami, nice to meet you." She dipped her head and bowed, heedless of the compromising situation she'd just been in and of the nude state she was currently in.

"Uh, Akemi Homura. It-It's nice to meet you!" She slipped back into her "scared newbie" tone of voice, trying to play to Mami's soft spot for rookies. She returned the bow, albeit much faster. Kyubey watched the proceedings, that permanent smile still on her face. If she hadn't known better, she would have sworn the Incubator found it funny.

"So, you're the unique magical girl?" Kyubey nodded in confirmation, giving a little "mhmm" sound as emphasis. Their plan was to claim that Homura's condition was a consequence of an alternate contract due to a special set of circumstances regarding Homura's DNA makeup and emotional patterns. Like all of Kyubey's lies of omission, it was  _ technically _ correct. "Alright, sit down then, I'll get some tea for you. Yeah, yeah, I know Kyubey, you don't need tea, but it's my duty as host to provide for you." Said albino was about to register a complaint of some kind, but was preempted by Mami, and merely shrugged instead.

They gathered around the familiar living room table, the curly haired girl carrying a teapot. Homura was slightly worried that it would be like that tea ceremony that Hitomi was describing, but no, it was just normal black tea. She sipped at it politely, not particularly inclined to like it, but not particularly offended by it either. Maybe jacking off into it would have been a good idea after all - she would have to try later.

Homura felt the silence was getting a little awkward, but didn't feel like breaking it just yet. Mami, on the other hand, did. "So... what's different about this 'experimental system'? Do you have any cool powers to show me? Or maybe that great ass of yours is magic?"

"Umm… No magic ass, but cool powers, I guess? Let me transform first." She took out her Soul Gem, drawing power from it. The familiar costume materialized itself, fitting tightly against her overly endowed body. Not as overly endowed as Mami in the chest department, so she supposed it was slightly easier, but her giant ass took quite a bit of pantyhose to cover.

Mami ran her eyes over Homura's uniform critically. "That's so much clothing though..." She looked puzzled even at the idea. "Don't you feel incredibly constrained in that? Who came up with that costume?" Homura shrugged, letting Mami continue on her incredulous appraisal. "It doesn't even have any room for your penis! It's just stuck there! Something had to have gone wrong here." It was rather uncomfortable, that was true, but the more important issue was that her dick kept rubbing against her stomach, which was making her pretty horny- hornier. 

Kyubey chimed in with some misleading but true analysis. "Akemi-san's contract was based on an alternate framework focused on combat, and her magical girl transformation has manifested in a way inconsistent with her physical form."

Mami sighed. "Yeah, I'd say it's inconsistent! Seriously, I know you don't have anything to do with people's transformations, but I think you should have been able to fix poor Homura-chan's problem." Her plan of endearment must have succeeded in gaining the older girl's sympathy, especially if she had already started using her first name. Although, it sounded like a very Mami thing to do, trying to cultivate friendship and closeness with a perceived junior.

"Rest assured, we are working on potential solutions to her situation. One such solution requires your help, which is why we are here."

The other magical girl raised an eyebrow. "And that is?"

Homura chimed in for the first time in a while. "Kyubey-san thinks that you might be able to recharge my Soul Gem." She held it aloft for her to inspect. "It doesn't work normally, so I don't want to do a lot of magic changing stuff just yet."

Looking at the proffered crystal, Mami let out an inquisitive hum. "Well, it definitely doesn't look like any Soul Gem I've seen. Have you met any other magical girls, Homura-san?"

"Uhh, I don't think so." Not in person, at least.

"Then here, I'll show you mine." She took the hairpin out of her hair, and transformed it back into its ovular shape. It looked about the same in shape and composition, but there were darker flower imprints within it, and the metallic outer coating was a subdued grey color that contrasted with the bright inside. A pin with a flower head ran through it, reminding Homura more of a Grief Seed than its precursor. The grief inside of it didn't swirl around like hers did, it simply sat at the bottom, dormant.

"Got a good look? Alright, let me show you what a magical girl is supposed to look like." She grabbed the gem back and then held it in front of her bountiful chest. She closed her eyes, and then called out. "Candeloro!" Homura's eyes opened wide in shock at the name as Mami's body was enveloped in white light. She nearly spit out her tea, but caught herself just in time. Kyubey merely watched her reaction, coolly analytical as always.

As the light faded, Homura saw a different Mami than the one she was used to. Instead of her uniform, Mami was now clad in a very skimpy blue skirt, one which basically suggested coverage rather than actually covering anything. It didn't even try to cover any of her truly massive chest, giving up and going around the back. There was an untied ribbon there, presumably to hold them down if she needed. Her legs were clad in a set of criss-crossing black strips of fabric above her brown stockings, which were unchanged. She still had the same formal shoes and the beret as well. In short, she looked remarkably like her witch form, even invoking its name when transforming in typical Mami fashion. Homura recovered from her shock fairly quickly; the similarities that Kyubey mentioned between witch and magical girl had obviously carried to their costumes as well, although in fairness she probably wasn't lying to Homura by not telling her. Probably.

"Ta da!" Mami curtsied a little. Homura almost expected her muskets to slide out from underneath her skirt, but nothing happened. They probably wouldn't have fit under the tiny little thing anyways: there was one "gun" already, and its length was completely unobscured by the blue fabric. "Mami-san's here to save the day! … Except I haven't really done much fighting, heh." She giggled a little at her own silliness. "I've got my ribbons," and here she procured one from a portal opening slightly behind her arm, "and I think I might be able to turn them into guns of some sort with a little focus and power, but apart from that I can't really do much against most daemons. Well, they're pretty rare around here though, and we have a pretty large coven, so I doubt we'll have any problems." A group of witches, huh. Appropriate enough.

She asked anyways, just to make sure. "A coven? Like, a bunch of magical girls?"

Mami nodded. "There are like a thousand magical girls in Mitakihara, so we can cover most of it before any daemons spawn." A thousand! No wonder she had ran into one just by stumbling around the city.

"One thousand, one hundred and forty three contractees to be precise." Kyubey was uselessly helpful as she normally was. "Forty four if we consider you a magical girl and not a unique type of magical being."

"Oh, that reminds me. What do you need me for again? It's not like I'm unhappy to meet new people, but if Homura-san needs me I should help her first."

"She was contracted under an untested model that was intended to be more effective at daemon hunting. Akemi-san operates in the opposite direction of the normal magical girl, using magical power and creating despair as a byproduct rather than the inverse. Theoretically, she should be able to be cleansed like an ordinary human would be."

"Soooo, you want us to fuck?" After just a day, Homura had learned not to be fazed by people's casual attitudes towards sex, but it still was slightly unnerving. "I mean, you could have told me just that, you know."

"I am well aware of your species's sexual proclivity," Kyubey said. "However, I did not want you to come to any mistaken conclusions regarding Akemi-san's emotional makeup." The Incubator didn't benefit from it, after all.

"Mkay! Alright then, let's get to it." Mami gestured at Homura, who dispelled the outdated transformation. "I gotta say, you look a lot better in our school uniform. With enough mental training and power, we can probably give your junk a lot more breathing room. I got rid of that stupid tag thing myself, you know." She didn't, but she got the gist anyways. Mami thrust her chest outwards, prominently displaying those huge tits, the blue skirt serving to push them up a little. "Here you go! You were checking the girls out, weren't you? Now you get the full, hands-on Mami experience."

Homura stood up and quickly stripped down, penis and breasts freed from their constraints and bouncing around. She then accepted the witchy magical girl's offer, sliding her dick into the massive cleavage. The tip of her penis just barely poked out of her tits, the boobs swallowing her whole length. Mami couldn't even lick it if she tried, which was quite impressive given Homura's length. Of course, she didn't need really need to: the abundance of flesh meant that the rod was surrounded on all sides by it, making the titfuck seem like she was actually fucking a hole. The sensation was a lot softer than a pussy or an asshole though, and she could sink her cock into the sides with ease. The blonde smiled up at Homura, moving her chest up and down slowly, stimulating her further. "Hey, Kyubey-chan. Do you want in as well?" she asked, eyes still looking at Homura's face slackening in pleasure as she stimulated the sensitive cock buried within her bosom.

"I do not feel any particular desire to engage in recreational intercourse."

Mami pouted cutely even as she continued pumping Homura's dick with her boobs, Homura letting out little moans as she did. "Come on, Kyubey. I'm a magical girl, I need to serve others to survive." She said "serve" with a little lilt to it, making it clear what she meant by the word.

"Unlike humans, I do not produce despair naturally, so copulation would not enable you to gather energy." Kyubey still hadn't figured out figurative language, it seemed.

"I know that… Ah, fine, you can keep on being a voyeur over there like some kind of shut-in." Mami gave up on convincing the albino alien to join in, and returned her attention to Homura's penis. She squeezed her breasts together with her hands, further enveloping Homura in soft flesh. Precum oozed from the slit, greasing the soft soft flesh and enabling Mami to speed up her motion. Her face flushed from both the exertion and her arousal.

Homura started moving in time with Mami, thrusting her hips and pushing her dick deeper into her chest. Her hands moved to her own tits, massaging the overall mass while pinching the nipples with a pair of fingers each. The two of them were now both leaking milk, Homura making little dribbles compared to Mami's rivulets. The pair of breasts she was fucking began shaking back and forth with the force of the thrusts, their owner crying out from the stimulation. Homura wasn't much more coherent, panting with mouth wide open and tongue lolling to the side. They bounced back and forth hypnotically, jiggling and bouncing in tandem with every single thrust. The wonderful softness all around her was moving in some of the most amazing ways, enveloping both of her heads in warm soft fuzziness.

Soon enough, she came with a start with one last buck of her hips, splattering the older magical girl with yet another large load. It splashed against her collarbone and neck, a couple of blobs making it to her open mouth but most of it eventually landing on her breasts. This time, though, she felt a sensation of weight leaving her shoulders. Looking at the cum-soaked Mami again, she saw a couple tendrils of black corruption swirling around before being absorbed into her skin. Homura held up her Soul Gem, examining it in the post-orgasm haze. There were no traces of black anywhere, leaving it a deep pure color.

Mami sighed contently, presumably enjoying the warmth on her chest. "Ahh, that was nice." She scooped up a handful of cum between the tops of her boobs, feeding it into her mouth.

"So, the procedure was successful." Kyubey chimed in by stating the obvious.

"Mmmhmm." She swallowed the load after savoring its taste a little. "Although that pretty much topped me off despair-wise. That was a lot..."

"Uhhh, how much, exactly?"

"Like, I don't need to do anything for the next day or so."

"I haven't really done that much though..." She had transformed a couple of times and jumped around a little, and that was it.

"It would appear that Akemi-san has a vastly greater capacity for grief than the average magical girl, judging from the relative cleanliness of her gem before and after." Kyubey said.

"She's got a vastly greater capacity for a couple of other things, too." Mami replied, still trying to fish out all the cum. "I don't know if I can eat all this..."

"Akemi-san is only slightly greater than the mean relative to total average production."

"Oh, you hush for a little bit." She leaned over and stuffed the Incubator's mouth with another one of the gobs of semen, silencing her. A few seconds later, she returned her hand to her chest, licked clean. "I was complimenting the girl, you know?"

"Uh, thanks, I guess..." She didn't need to fake the awkwardness she felt this time.

"No, thank you! You gave me a wonderful appetizer. Here, do you want some?" She proffered another handful to Homura. She lapped at her spunk like a cat, enjoying the delicious musk. She had probably eaten around the same amount of cum as solid food today… "Ah, speaking of appetizers, do you want to stick around for dinner, Homura-san?" Actually, she was pretty hungry. Ignoring her own needs when they were unessential was a bad habit of Homura's, so things like eating sometimes slipped her mind.

"Uh, if you don't mind, then I'd love to."

"Alright, sure. I'll whip something up for us real quick. Ah, Kyubey, if you have to go that's fine by me, I know you don't have to eat." The Incubator looked perfectly happy to remain seated though, given that Homura was probably the most interesting thing in the whole city right now to her. She went back to the kitchen, humming a tune as she did so.

Might as well use this time to "talk" mentally with Kyubey for more details, she supposed. As long as her questions were thorough, she could trust her information to be mostly accurate. The albino futanari explained to her about some of the more intricate details of the system and how it fit into human society. Most magical girls were organized into covens, a sort of informal union. Some girls struck it out on their own, so it wasn't strictly speaking necessary, but it helped a lot. As an organization, they were responsible for coordinating magical girl quotas for each given area, but didn't really exert that much power otherwise. Many of the benefits were in socializing with peers who had shared experiences, granting increased access to things like job opportunities, places to stay, and such. They also very infrequently fought off daemon spawns, which was typically a fairly large affair requiring much planning and effort on the part of the coven. Her general impression was that these witch-type magical girls were weaker in combat than their predecessors. Kyubey agreed with this conclusion, saying that if her story was true Homura could potentially match the entire country's magical girl population (roughly seventy five thousand) in daemon-hunting.

As for individual girls, they had to devote a large portion of time to collect despair, as the payoff for any one person wasn't that great. Many magical girls therefore involved themselves in careers where sex with many people was to be expected. Kyubey named entry-level office and factory work as common choices, where apparently the workers had rotations where they would serve as communal sluts in turn. Homura thought that she might be even more distracted with a girl riding her dick instead of it just sitting there throbbing, but it must be working somehow, so she accepted it. In addition, magical girls also tended to flock to places where despair was most concentrated, so things like hospitals, homeless shelters, and charity work also attracted many. The trend of random fucking in the subway stations that Madoka and Hitomi had discussed was apparently also a magical girl innovation, one that had caught on as a more widespread phenomenon and was now a popular pastime among people with too much free time. The large time sink did mean that rich magical girls were fairly rare outside of already wealthy contractees, people who had wished for wealth, success, or similar things, or people who were innately talented at some profitable measure.

In exchange, Homura detailed some of the more unique magical powers and developments she had encountered and their ramifications on how magic worked, albeit telepathically as to avoid eavesdropping from their blond host. She tried to keep at least one trump card in her own ability to stop time as well as restart timelines, but in other respects was somewhat thorough.

By the time they had gotten through all that, Mami had finished cooking. She brought out a relatively plain meal, rice with meat and vegetables on the side, and they ate together, Mami making small talk and Homura nodding politely while speaking just enough to try and avoid awkwardness. The cake for dessert, however, was more impressive. It was a plain vanilla cake, but it was incredibly delicious, and Homura ate quite a bit of it.

Mami put down her teacup, smiling at Homura as she ate another slice,"I'm glad you liked it. I made it myself, see, so I was kind of worried that it would turned out bad, but it looks like it was ok. Do I taste as good baked as I do fresh from the tap, though?" She propped up her giant breasts again, smiling.

"Yeah, it's really good." Homura wasn't even embarrassed at the idea anymore. Besides, it was in fact delicious, no matter where the dairy products came from. "Thanks."

They put the dishes in Mami's small sink when they were done. Homura offered to help out of obligation, but Mami would have none of that. "I'll be fine, Homura-san. You just get home, it's pretty late. I'll see you in school tomorrow!" With that, the dark haired magical girl bowed and then took her leave alongside the Incubator, the unlikely duo considering what to do next.


	8. The Spear Side

Homura mulled over Kyubey's words as the two of them prepared to leave. An entire country's population of magical girls, outmatched by her. Presumably, she would be invaluable in the case that magical combat was necessary, although that was apparently quite infrequent. Theoretically, she could even do "combat recharging" to extend her already great capacity, although her reliance on mobility to dodge, low range, and reliance on non-magical weapons made it somewhat less viable of a combat strategy. She had the sudden image of Mami surrounded by a pile of scantily clad magical girls servicing her, firing off Tiro Finales one after another like a very lewd artillery cannon. Of course, the current Mami wouldn't be able to even make a musket, let alone perform her ultimate attack, but the idea was very interesting (and distracting). Homura didn't really have anything to do with the extra magical power, though… 

Homura opened the door, lost in her own thoughts, and found herself face to face with Kyoko, the last of the 5 magical girls originally in Mitakihara, wearing a stripped down version of that green jacket (more vest-like at this point) and nothing else. Her most notable characteristic was her huge penis (even compared to all the others), reaching 17 inches in length. The rest of her body was normally ridiculously endowed, even her testicles, but that dick kept on drawing Homura's eyes. Could Kyoko fit that monster into anyone at all? How did her body have enough blood to operate that and her brain at the same time? It seemed implausible, even more so than the fact she even had it in the first place. The thing was so big that its head was stuck under Kyoko's jacket. Homura looked at it again, a thick, veiny pole of meat that pulsated with energy even as Kyoko stood there in front of her, waiting. With a start, Homura moved aside, allowing the huge-dicked magical girl to pass into the house itself, brushing by her as she went.

"Hey, Mami. Who's this girl?" she asked. "Find a lay for the night?" It was a little rude, but Homura didn't really care. Kyoko, oblivious to her brushing-off of Homura, noticed the Incubator standing behind Homura, watching patiently. "Oh, new contract?"

Mami nodded. "This is Akemi Homura, she's a new student at my school." Homura bowed politely as introduction, although she was sure that Kyoko didn't care. The redhead scrutinized her with hungry eyes, and Homura felt a little self-conscious. "She's a new type of magical girl apparently, one that kinda works in reverse."

"Like?"

"Succinctly, Akemi-san converts magical power into despair, which makes her a more effective combat unit at the expense of the ability to gather despair."

"So she can beat up people real good but can't recharge, cool." Kyoko stretched her arms out, joints popping. "Anyways, I came to see you. How's it going?" The formerly estranged duo seemed to be in better relations now, if the redhead would just drop by unannounced. Although, she was trying a little too hard to be casual about it...

"Kyoko, don't try and fool me. You're just here for some food, aren't you?"

The girl in question crossed her arms under her ample chest."Hey! Why would I come out all the way from Kazamino just to bum off some food?" That made sense, although it raised the question of why she would travel all the way for a social call. She sounded just a tad defensive to be simply paying a visit as well.

Mami, it seemed, was thinking along the same lines. "Kyoko, you're a terrible liar."

Kyoko cringed backwards as her little lie was uncovered. "Ok, ok, I'll tell you. But I didn't come here for food, so you're wrong about that. It's also not just me hitting you up, alright, although I did want to see you, cause I was in the area anyways." She stared awkwardly at the three futanari scrutinizing her, blushing just a little at the attention. "Fine, fine, I'll tell you, alright? The police have found where I was shacking up, so I need a new place to crash."

Mami sipped at her teacup, giving the impression of being all fancy and proper-like. Of course, it was empty, but Kyoko didn't know that. "Then allow me to graciously extend an offer of residence at my humble abode," she proclaimed grandly.

The effort was wasted on Kyoko. "Oh, yeah, that's totally fine, I just need your help to find some place - huh? Really?" She did a double-take, Mami's faux-aristocratic declaration finally registering in her head.

"Yes, Kyoko-chan, really. No, no, it's fine, Kyoko, I have plenty of money." She interrupted the other girl's panicked look with a stern gaze. "If you need help, you can rely on me. Or, for that matter, the coven."

A look of relief crossed over Kyoko's face for an instant, before she schooled it back into the cocky, self-sure expression she used as a cover. "Those jokers? You should know that they don't like me around that much."

Mami rolled her eyes. "You could always apologize for intruding on their territory, you know..." It seemed they must have had this argument quite a few times, judging by their seemingly practiced lines.

"Aw, come on! There was plenty to go around! I even gave that chick all the good areas, too, and stuck to the bad ones. Some people..." Kyoko shook her head. Huh, was she not as cynical and self-serving as before?

"That's just because you wanted more dick, not because you were trying to be nice." Oh, never mind.

Kyoko didn't even look ashamed of herself at that. "Hey, it gets the job done."

Mami nodded sagely. "You're right: the blowjob, the titjob, the rimjob… Speaking of blowjobs, actually, have you eaten anything today." She interrupted the other girl, who was about to respond. "Besides cum, that is."

Kyoko's body seemed to deflate, or at least everything but her giant dick, still full of life and ready to burst. "Alright, got me there."

"Kyoko-chan." Mami's face became stern for a moment. "If you need help, you get help, from me, from the coven, whatever. You don't have to do this to yourself."

"It's fine, Mami. Don't get sand in your vagina, I'm perfectly healthy." Mami didn't let up the stare at all at that declaration. Kyoko looked aside, somewhat bashful. "... Alright, alright. Better get a lot of food ready for me, I'm gonna clean you out!"

The blonde smiled at her indulgently. "Don't worry. I've got plenty of cake left. Homura-san couldn't eat it all, not matter how hard she tried." She left to fetch said cake from her small fridge. Kyoko waited, hand on her hip. There was a short silence as Kyoko recomposed herself fully and Homura waited, thinking about the two. Kyubey was still watching and waiting somewhat behind the door, planning its next move.

Kyoko broke the ice first. "Hey, new kid. Is Mami still as sweet as I remember?"

"Um, probably?" How would she possibly know?

Unfortunately, it seemed that she had fallen into a trap. Kyoko grinned at her. "Damn, what a predator! Putting on the moves on poor, lonely Mami-chan just like that?" Homura was reminded about why Sayaka and Kyoko fought in every timeline: at a fundamental level, they were far too similar for comfort. Even - no, especially in the annoying ways.

"We had to try it out to make sure it worked..." Homura began explaining herself, trying desperately to maintain some semblance of dignity. "The despair transfer, I mean." Kyubey nodded in affirmation, although she was oblivious to the reason why she was attempting to justify her actions.

The hugely endowed magical girl laughed. "You get all flustered so easily… Too cute!" The words put Homura even more off kilter, blood rushing to her cheeks yet again. "Anyways, I'd better do a 'transfer' of my own while I'm here, got some excess here. Hey, Kyubey, get over here." The sudden swerve in topic threw Homura for a loop, face burning with more intensity.

The white-clad alien walked over, brushing aside her scanty white dress, lifting her heavy balls, and presenting her bare vagina. Despite the inherent lewdness, Kyubey conducted herself in a somehow unsexy manner, simply performing the most efficient motion. Kyoko, however, didn't seem to mind, lining herself up and slamming her massive cock deep within the Incubator's snatch. The Incubator expertly contracted around the seventeen inches buried inside of her, coaxing a moan out of its owner. Her face still had that unchanged blank smile, as if she were simply performing a business transaction rather than getting fucked by the biggest penis Homura had ever seen. "Hey - uuuh!- At-? Ak-?" Kyoko gave up trying to remember her name, all of brainpower occupied by the Incubator's warm vagina wrapped around her dick. "Newbie, want to help me out here?" she gasped out finally.

Homura was about to try and answer that question, but she was interrupted by Mami coming back with a plate laden with leftovers freshly reheated. She looked at the fucking going on right above her table, and sighed. "Hey, don't do that over the table..." Kyoko simply stood up, Kyubey grabbing onto her with a slightly modified hug, and walked to a less table-occupied section of the room. The albino kept going at it even as her ride moved, bouncing up and down and sending her tits into a flurry of motion.

Homura watched them go at it, still blushing, but in all honesty she should be used to it at this point. Mami certainly was, merely setting down the plate and waiting patiently, hands folded together in her lap right below her erect dick. The dark-haired newcomer tried to imitate her calm demeanor, but her insistent sex drive threatened to overwhelm her thoughts with wave after wave of arousal. Hadn't she literally just fucked Mami's tits? Kyoko's moans grew louder and louder, closing in on her orgasm, but Kyubey's only concession to the savage fucking she was receiving was breathing just a little heavier.

Homura felt a hand grasp around her dick and start stroking, then realized that it was her own, and let go like it was on fire. Mami noticed that, and chuckled a little to herself. "Looks like you're raring to go again. Hey, let's sneak up on Kyoko and surprise her."

Kyoko, even foot-and-a-half deep into Kyubey's pussy, was cognizant enough to hear them, rendering the surprise factor pretty moot. She couldn't really do much about it other than widen her eyes, though, occupied as she was. Kyubey on the other hand was fully aware of the request, leaning backwards to accommodate them. The redhead followed the white haired girl down onto the couch, displaying her rear to the other two magical girls invitingly.

Homura tried to figure out the logistics of the oncoming foursome, but Mami took the lead by sliding her legs underneath Kyubey's spread-eagle ones, angling her cock towards Kyoko's dripping honey-pot (pussy juice wasn't very honey-like in texture or taste; Homura chalked the name up to smut convention). Of course, while she considered the etymology of slang terms for the female genitalia and potential alternatives, Kyoko's ass was being unfilled, and Mami was looking expectantly at her as if aware of her hesitation. She looked at the pile of bodies again, Kyubey lying on the couch at the bottom, Kyoko driving wildly into her on the top, and Mami lined up behind her, impaling Kyoko on the back end of her thrust. Homura positioned herself above the blond, standing on the couch. She leaned in, and without further ado rammed her precum-slicked cock into Kyoko's waiting ass, which clenched and quivered around her sensitive length. She could actually feel Mami's dick pulsing just below hers even through the walls, which was a sensation she'd never thought she'd experience. The dark-haired magical girl slowly started moving, trying to find that sensitive part that Madoka had hit earlier in her. She couldn't pinpoint it exactly, but Kyoko shuddered in pleasure anyways. Homura grabbed onto Kyoko's melon-sized melons, groping and kneading the flesh through her jacket even as she thrusted. She was probably getting it all wet with milk, but Kyoko wasn't any position to really complain. Meanwhile, Mami slipped one of those pills into Kyoko's mouth, muffling her moans a little. They slowed down to let her swallow it, then resumed their frantic pace.

After a couple minutes of frenzied, heated movement, Kyoko's ass squeezed down onto her tightly, making her thrusting feel even better. The redhead cried out, trembling, and came deep inside Kyubey's waiting pussy. After dumping that load, she slumped forwards into the Incubator's body, squishing Homura's hands between two sets of tits and pulling her forwards as well.

Now that the redhead had stopped moving, Mami sat up, pressing her huge chest against Homura's back, and began thrusting herself. The angle was just a bit awkward, but she was able to pick up speed anyways. Homura subconsciously synced her hips with Mami's, moving as one into Kyoko's holes. The girl they were sharing recovered, beginning to slide along with them and push into Kyubey again. She was still panting heavily, and now Homura and Mami had joined her on the brink of orgasm. The two of them slowed down, slamming home with greater force but less intensity, building up for the end. Homura's searching was finally rewarded, her penis brushing against a particularly sensitive area and causing Kyoko to let out a "hrk!" of surprise. She pulled out, ever so slowly, and then went straight for it, the sudden motion pushing her over the brink. Homura came with a long moan, flooding Kyoko's ass with cum. The combined sensation of Homura hitting her prostate and her warm cum rushing in set Kyoko off again, spasming as she came into the Incubator again. Mami followed suit shortly after, her cock trembling as it released its load. Moans of orgasmic pleasure filled the room, Homura's included.

Panting, Homura got off of Mami, Kyoko's newly vacated asshole leaking cum onto Mami's blue magical girl skirt, and stood up next to the couch. She rolled her shoulders, working out a couple of the kinks that their somewhat awkward position had given her. Mami pulled out of Kyoko, dick still dripping with cum, and let out a sigh of post-coitus bliss. The cum-filled girl moaned happily at the warm sensations, then rolled off of Kyubey. Somehow, the Incubator's pussy still looked clean and cum-free as ever. She noticed Homura's questioning gaze. "It is more efficient to process both the excess despair and the sperm at the same time, increasing yields slightly." The red ring glowed softly as she explained, presumably indicating said process was underway. Homura looked at her again, and then shrugged.

Kyoko turned to Homura, the two magical girl's cum still running down her legs. Her dick swung around as she did so, looking for all the world as if she didn't just cum twice. "Huh, so you really do make despair on your own. Not really noticeable, though."

"Well, I did take a huge amount off of her before this. Around a day's worth."

"Woah, how long ago was that?" Kyoko looked surprised.

"Approximately half an hour ago." Kyubey had finished up whatever she was doing with the two loads, and rejoined their conversation. "She outpaces the despair collection abilities of most magical girls even without the additional costs of her magic."

"Hmm, maybe we could just get our fill from the new chick, uh, Akemi-san, here instead of having to move around to find more." Kyoko had finally remembered her name, it seemed.

"Well, she won't spawn daemons, I don't think." Homura nodded. She might still become a witch, but hopefully she'd never find out. "We should still focus on helping civilians as long as Homura here isn't too backed up."

"Ah, you're probably right. So much effort, though... Alright, then, are you headed out?" The last bit was directed at Homura, who nodded meekly in response.

"Yeah, I'd better head home..." They'd figured out what she had came here for, after all. Hopefully more magical girls wouldn't pile into the house so she could actually leave this time?

"Alright then, Homura-san. I'll see you at school!" The red and yellow magical girls waved at Homura and Kyubey as they left.


	9. Knight in Uncomfortable Armor

"Where are you going now?" Kyubey asked.

A momentary pause as Homura pondered both what to do and what to tell her new travelling companion. "I'm going to check Madoka's house out." Might as well be absolutely safe, although telling the Incubator might have been counterproductive for that goal.

"Another one of my bodies is closer to that area. I will reconvene with you there." Kyubey walked off with measured strides, disappearing behind a wall. Homura would have followed her, but it was an exercise in futility to catch up to the Incubator when she didn't want you to find her. Instead, she started off at a brisk pace, jogging towards her destination through the streets and planning for tomorrow. She had half expected her breasts and cock to be heaving about with each motion but her uniform managed to control her assets' movement to an appreciable degree. Her ass's ridiculous shaking was pretty much unsalvageable, but the rest of her body wasn't giving her too much trouble. Even sexiness had to bow its head to practicality, Homura supposed.

As she was headed over, she sensed something that made her blood chill: The unmistakable presence of a witch. Well, it wouldn't actually be a witch considering what Kyubey had said, but it was still the same kind of oppressive, unnatural feeling, a kind of coldness that suffused throughout the body and ate away at the will. Immediately, Homura ducked into an alleyway and put a hand to her Soul Gem, already blinking and glowing. She transformed, re-entering her fairly uncomfortable costume, and immediately stopped time. As the world around her halted, she leapt up to the rooftop, leaping from building to building and leaving the time-stop only when she was completely out of sight. Hopefully, no one was watching when she was jumping from building to building, but that was a tertiary concern at best.

She felt a voice in her mind - Kyubey.  _ Wraiths have spawned in the residential area, against the prediction of our models. Around 40 humans are caught in the miasma, including Kaname Madoka and her family. I am entering the miasma to search and possibly to enlist magical girls; communication will be unreliable at best between us. _ The worrying possibility of a betrayal entered Homura's mind -  how could she have possibly trusted an Incubator, of all things? Complacency? -  but at this point she could do nothing but trust that the Incubator's cost-benefit analysis favored keeping their promise. 

_ Coming. _ She kept it short as possible, devoting all of her power and focus towards going just a little faster. 

Soon, but not soon enough, she came across the magical distortion signifying whatever equivalent of a barrier there was, and dove into it without a shred of hesitation. She landed, taking a moment to observe her surroundings.

The "miasma" lacked the same personalized touches that a witch's barrier would have, but otherwise seemed functionally identical. Homura was quite thankful for that; it made the experience much less oppressively eerie. Running through the altered city streets, which seemed to be dissolving into dark particles in the distance, she called out both mentally and verbally to see if anyone was listening.

She rounded a corner, and saw what was probably a wraith, a hulking humanoid skeletal figure of pure white, clad in the robes of a Buddhist monk. One of the eyes and about a quarter of its skull was missing, dissolving into magic trails in the air. It was the first thing she'd seen in two days that looked like it wanted to kill her rather than fuck her; she was back on familiar territory. It looked up at and sent a rather pedestrian beam of some energy at her (in comparison to the wide-varying methodology of a witch), but Homura had already stopped time, stepping up to it and unloading an entire clip of the pistol she'd fetched from her shield into its head, just to be sure. She leapt back, time resuming as the bullets slammed home. It dissolved into tendrils of despair, although it was a close thing, with seemingly only sealing the deal. A higher caliber weapon would probably be necessary to take them out as quick as she'd like. A small black cube clattered to the ground - something to pay attention to later, perhaps - but she kept on moving through the eerie streets.

As she moved, Homura instinctively dodged a laser coming in from the side, slowing down to throw off the aim. Two of the wraith's compatriots were closing in, attempting to take revenge. One of them had its hand raised, presumably the source of the laser. She pulled an assault rifle out, giving each of them a single burst in time-stop to deal with them, and continued searching.

Again and again the magical girl summarily dispatched her enemies with almost contemptuous ease. Every time a wraith even got close, time stopped, and suddenly the incoming attacker would find several well-placed bullets in its head or a makeshift grenade placed on the ground and summarily dissipate.

After around twenty of the wraiths had been killed, she had arrived to where Madoka's house would have been, but there was no one there. With a snarl, Homura turned around and raced off. The reality-warping effects had displaced all of the landmarks it seemed, tangling and twisting the familiar streets around Madoka's house into unnatural arrangements. Several times, she spotted glassy-eyed civilians, sitting there while wraiths appeared to suck the life out of their body (not from their dicks, somewhat surprisingly), but Madoka was nowhere to be seen. She killed the wraiths, but left the civilians simply on the ground, preoccupied. They probably wouldn't die, considering the rate at which she was going through wraiths.

The prolonged combat wasn't tiring out Homura, but her uniform was becoming quite irritating and distracting, something that she couldn't afford in the heat of battle. Homura ripped open the pantyhose on the run, letting her penis out of its somewhat painful confinement. It almost cost her, only her ingrained paranoia letting her roll out of the way her from a wraith ambushing her from a nearby roof. A lobbed grenade took care of that problem, letting Homura continue running with a newly released dick. Its flopping about was honestly a little bit of a problem, but a lot less of one than its previous state.

The wraiths seemed to be getting more dense, which gave her a bad feeling that she knew where Madoka would be. A hastily planted mine took out a cluster of three wraiths. Although it was somewhat of a waste, Homura was willing to blow through the entire contents of her shield if necessary. Another shot was sent through a slightly larger and tankier variant, emptying her first rifle.

Finally, after heading down a dark fuzzy street that probably didn't even exist, she made telepathic contact with Kyubey.  _ Kaname Madoka is currently in hiding, although wraiths are closing in on our position. If she is unlikely to survive, I will prompt her to contract, but for now she is willing to wait for help. Your relative position is impossible to calculate from within the miasma due to its distorting effects, so I will not be able to provide much more assistance. You will need to make haste. _

She headed down a hallway, Kyubey's thoughts in her head disappearing as the magic seemed to shift around her. Wraith after wraith after wraith fell, killed as soon as she spotted them, taken down with extreme prejudice. If it was just about combat, it would have been simple, abusing her time-stop and her possession of the initiative to destroy each enemy with the only risk being instantaneous attacks. However, it wasn't just her, it was never just her, if it was just about her she could have given up a long time ago. She couldn't- Homura refocused, pushing the despair-induced thoughts aside. She'd need to purify her gem soon, although there was plenty enough for this fight.

Homura's thoughts were punctuated by the deafening sound of gunfire, punching through the humanoid despair. She would definitely need to restock after this. It must have been at least fifty of them at this point, right? Seventy-five? Counting was a waste of time at this point. Maybe her actions would draw out the rest of them, or at the least divert their attention.

Homura took another turn, and skidded to a halt as she took stock of the situation. Here, the time traveler saw a new kind of wraith, wielding a fiery arrow-javelin hybrid in one hand and levitating above the ground, legs crossed in a meditative position. Its skull-head had separated into halves, revealing an alien collection of triangles, unconnected to one another and hovering in place menacingly. It was surrounded by a small crowd of the lesser ones, around ten or so. They seemed to be looking down at something on the ground - a flash of pink hair. Madoka. The girl was sprawled on the ground face first, probably having tripped somehow. She struggled to get up as they prepared … something, but hopefully Homura would never have to find out. Time ground to a sudden halt again, freezing the upcoming tragedy in front of her. She didn't have any heavy weaponry in her shield; the rest of her pipe bombs and several grenades would have to do. Placing them at the feet of the wraiths, she then turned to the object of all of her efforts, Madoka.

Gingerly, she held her hand out, touching Madoka and bringing her back into motion. The pink-haired girl started, looking up in fear and confusion before recognizing the figure in front of her, holding a long, deadly-looking rifle and wearing some kind of probably weirdly full uniform. "H-Homura-chan?" she stammered.

"Hold on." Homura said urgently, extending out her other hand. When Madoka didn't act, still shocked, Homura picked her up, holding her close against her chest. She felt the girl's heart racing, and the closeness in any other situation would have brought her happiness or at least lust. Now though, she pushed all of that aside, mind completely focused on the incoming fight. Homura carried her to the side road she came in from, hoping that her efforts had cleared out enough to make it safe. "There's going to be a lot of explosions very soon," Homura warned, pointing at the smattering of explosives spread amongst the final group. "Be careful." Madoka nodded. She gingerly set her precious cargo down against the wall, facing away from the clearing.

"What's going on?" Madoka asked, although she wasn't resisting her hurried commands. The magical girl ignored her, letting go of her. The pink-haired girl faded back into the background as she turned back towards her opponents. Time resumed its flow, and the wraiths noticed that their prey was gone and spun around, searching for them. They didn't notice the explosives detonating, which cleared out the smaller fry but left the larger one intact. The flames didn't seem to bother it at all, and it simply turned to meet Homura in combat. Now that she could see it's frame, Homura noticed that its other arm just simply stopped existing at the shoulder, connected to the hand only by several floating squares. Of course, it wasn't immune to stopping time, so she just summarily executed it with the rest of the contents of one - no, it lived through that barrage, hop around the thrown fire saber for a better angle - one and a half semi-automatic rifles, one burst for each of the little triangles and the rest sent through the center of mass. The wall of bullets slammed into the already recoiling wraith, finishing it off. That would be quite problematic in the future if found in greater numbers, although it was just one at the moment. Homura would need an alternate way to damage them, as it seemed explosives would have reduced effect against them. She would much rather face off against one of these than a witch at least, considering it had the common decency to not have a labyrinth specialized to its powerset and preferences.

With the death of the ringleader, the miasma noticeably weakened. With a nauseating ripple in reality, the roads phased back into their original positions, connecting the way they were in the outside world. How many more were left? She scanned around, looking for more, but it seemed the coast was clear, at least for now. Turning around, she saw that Madoka was watching her from her position of cover, nervously peeking out from behind the wall. "Wow, you, you looked… amazing, Homura-chan." The words came out in a rush, the pink haired girl probably trying to reconcile two competing Homuras she had been presented with. "Umm… so, you're a magical girl like Kyubey-san was telling me?"

Homura closed her eyes, calming herself. "Yes. I am." The terseness seemed to put Madoka off more, and she bowed her head, looking at the ground. Sensing movement in the corner of her vision, the dark haired girl refocused immediately on the backyard where it occurred, but it was just Kyubey, who had apparently hid quite close to the action just behind a fence. Obviously, though, the wraiths had paid no attention to the alien.

As she stood, she spoke to Homura. "I must commend your skill and efficacy, Akemi-san; it is greater than I had predicted. However, there are still several wraiths present, as indicated by the continued existence of the miasma. I suggest you destroy them as quickly as is feasible." Homura's eyes narrowed in suspicion, but Kyubey had been given every opportunity to cajole Madoka into making the contract already, so she felt that the risk of her doing so behind her back had lessened.

She started to leave in the same direction she had came in, preparing to finish the job. Madoka began to call out, but apparently thought otherwise, the "Wait!" dying in her throat. She took a handgun out of her shield this time, probably able to save on ammunition now that she had confirmed that Madoka was relatively safe.

The remaining cleanup went by quickly; there must have only been around ten or so total left, and they were easily dispatched with small arms fire. The dark miasma faded, leaving just Homura, Madoka, Kyubey, the unconscious bodies of a couple dozen civilians, and a small pile of the cubes that were dropped. Returning to the area where she had destroyed that group of daemons with extreme prejudice, Homura saw Kyubey answering some of Madoka's questions, talking about how the people would be fine in the long run, albeit remembering nothing that had happened. She still looked quite nervous, but still seemed in a fairly good spot mentally. Turning around at the sound of footsteps, she spotted Homura, still with pistol in hand.

After a pause as she collected her thoughts, looking straight into her eyes. "So, is it true? If, if I make the contract, I'll be able to protect my family? The people that I care about?"

Kyubey spoke before Homura was able to come up with a good answer. "You have a significant amount of magical potential and would be much stronger than the average, although combat on this scale is fairly infrequent."

"Then… should I do it?" Madoka looked at Homura, clearly seeking her advice.

 


	10. Tail End

Immediately, Homura blurted out a "No!" and Madoka flinched again from the vehemence in the magical girl's words and the sudden intensity in her eyes. Noticing that she was scaring the girl, Homura toned it down a little, still emotional but more in control, hopefully. She took a long breath. "No. That won't be necessary. I can protect everyone, myself."

"That'll be so dangerous though! Will you be okay?" the pink haired girl asked, looking torn between something. Of course, Madoka was worried about everyone but herself.

"I'll be fine. Trust me." Even to her own ears, it sounded a little too hurried, unnatural. "I wasn't in any danger at all."

"Without the constraints of having to rescue civilians, Akemi-san is very efficient and reliable in wraith hunting." Kyubey added in her own analysis. "However, attempting to clear miasmas and protect non-combatants simultaneously will be difficult without a larger number of magical girls."

"There are enough other magical girls. I won't be doing this alone." Kyubey closed her eyes, apparently content with that response. Madoka, however, just kind of looked at the ground, still looking concerned. Not because she had nearly died, no, that wasn't a big deal, but because Homura might be put into danger saving her.

"I..." Madoka looked lost for words. Her shoulders slumped down, defeated. Homura stood there, unsure of what to do and bereft of any prior experience. Did she try and comfort her? Did she try and scare her off? Or did she just do nothing at all? The silence hung over them like the miasma Homura had just dispelled.

Finally, she stepped forwards, enveloping Madoka in a light, impromptu hug. She didn't say anything as Madoka flinched a little, and then relaxed into the embrace. For Homura, the role of comforter was really not something she was comfortable with, but she tried not to appear as awkward as she felt (especially with that Incubator watching). The black-haired girl studiously avoided mentioning the droplets of moisture hitting her magical girl uniform, letting Madoka at least retain the appearance of calmness.

After a short while, Madoka had went back to normal, or as normal as it got after nearly dying. "Th- thank you for that. I was so scared…"

"Don't worry about it. It's my job," Homura said, then immediately regretted it. That made her look really callous, didn't it? Madoka seemed to understand her real meaning, though, attempting a smile. It looked pretty shaky, but it was hopefully genuine.

"... We'd better find your parents then." Usually, people who woke up from the barrier were totally fine, if a little suggestible and without memories of what had happened. Madoka, of course, didn't know that, and returned to her worried state.

"D-do you think they'll be fine?"

Kyubey piped up. "Wraiths will choose to feed on normal humans, which renders them unconscious but is mostly non-lethal until an hour's time. Only in the case of magically sensitive individuals will they resort to damaging attacks. They are also drawn to them first, as potential threats."

Madoka visibly relaxed, although her brow was furrowed at the information. "So… they'll come for me first?" Kyubey nodded. The pink haired girl blanched a little. "W-Well, at least since they did that no one else got hurt, right?"

Homura made a noncommittal grunt. "Mm. Let's go." She dispelled her outfit and set off, trying to have Madoka be distracted from the situation by doing something, anything other than festering in fear and (probable) guilt. After a short pause of confusion, Madoka followed behind.

As they walked, the Incubator picked up the cubes left on the ground. When she had collected a handful of them, she gave them to Homura, instructing her to try and see if they "increased her magical potency". Upon usage, they didn't exactly increase her power in any discernible way, but simply acted in the same way as a grief seed (or sex with a magical girl, Homura supposed). After some contemplation, Kyubey retrieved the spent cubes and… stuffed them into her vagina one at a time, the red ring around it glowing and presumably consuming them. The sheer perversion of this world never ceased to amaze her, although she was pretty sure that Kyubey didn't care about it at all. When that was done, she disappeared, probably to fetch the rest of them.

The two of them passed by several futanari picking themselves off of the ground, groggy and confused. Madoka wanted to help them out, but there wasn't much to do; it wasn't as if they could tell them the truth, and because of the late hour they all lived in the area. The police were called in, just to be safe, but Homura doubted that they'd end up having much to do other than what the two of them were already doing.

After a while of searching, Madoka and Homura spotted the former's parents, Madoka rushing up to them in equal measures worry and gratefulness. Madoka's mother was a good bit taller, but otherwise looked about the same as before, discounting the porn star endowments, but her father's (?) features had softened to match her femininity, looking more like the stereotypical housekeeper wife rather than the housekeeper husband Homura remembered. (Actually, what did you call your parents? There had to be some differentiating factor, but Homura really couldn't imagine someone asking their parents which one of them was pregnant with you...)

They all hugged for a short while, Homura feeling both out of place in the ongoing family reunion and uncomfortably aroused. Reuniting parents with their child really shouldn't have been a sexual matter, but that was definitely a lot of breasts and cocks rubbing together, which Homura's sex addled brain was definitely picking up on. "Are you okay?" Madoka asked, and her parents looked at each other before nodding.

"Yeah, yeah, we're fine. Just some weird sleepwalking, nothing terrible. Don't you worry about us old folk," Madoka's mother said, waving her hand in mock dismissiveness. Madoka's father (although, with their respective job statuses it'd make more sense, traditionally speaking, for her to be the mother and Madoka's mom to be the father instead? Did that even apply?) simply shrugged after some deliberation, giving her assent. "Now, who's this?" Madoka's mom? dad? … Junko said.

"Ahhh..." Madoka stopped to think up a plausible alibi to justify Homura's appearance this late at night. She was having trouble lying to her parents, it seemed.

Homura stepped in to assist her. "Hello, my name is Akemi Homura." She bowed deeply, brushing her hair out on instinct but failing to do the same for her suddenly heaving chest. Regardless, she pressed on. "I'm a new student… who lives in the area. I noticed that, uh, a lot of people seemed to be in some kind of trouble here, so I went over to help them, and I met Madoka-chan here." Another Kyubey-ism, telling them a stripped-down version of the truth and letting her audience fill in the blanks with their own assumptions. Hopefully, they wouldn't question it.

"Oh, so you're the 'Homura-chan' our daughter's been telling us about, I see. It's nice to meet you." Tomohisa (who probably had a different name) said, nodding her head in acknowledgement.

"Hush you, stop being so nice! It's our duty as parents to do a little roughing up on people who get too close to Madoka." Junko waved her finger scoldingly at her wife, and then turned to face Homura. "Now, you listen to me. If you even think about touching my sweet little daughter, I'll know, and I'll teach you a lesson." Actually, Homura had gone quite a bit farther than "touching", but she decided to keep that to herself.

"Y-You're not gonna hurt her, are you?" Madoka said, half worried and half indignant.

"Worse." The older woman's eyes lit up, and she grinned. "I'm gonna give her advice. Now, Madoka's like me, really sensitive in the g-spot, so you should aim for that."

"Moooom! Stop it!" Madoka cried out, scandalized. For her own part, Homura flushed a faint red, expecting hostility rather than sex tips. She dimly realized that the elder Kaname was playing a joke on them rather than threatening her, although she was hard pressed to say which she prefered.

Junko continued on, heedless of their mortification. "She also likes to make a lot of skin contact, so… Alright, alright! I'll stop, okay?" She relented as Madoka's pout increased in intensity.

"Stop bullying Homura-chan, mom!" the pink haired girl said, mustering as much righteous fury as her kind nature allowed for.

Tomohisa looked at the two of them and smiled. "Homura-chan, huh?"

Madoka whirled around at the betrayal. "Not you too, Mama!"

"Yeah, yeah, it's too fast to make that judgement. I mean, it's only been a day, right? Even if you took her first time, it doesn't need to be anything more than that. I'm just happy that you've made another friend so quickly." Madoka's blush changed from an embarrassed one to a happy yet still embarrassed one. Her face looked about as red as Homura's felt. "Anyways, we'd better go home. Is Tacchan still sleeping?"

"Yeah, I think so." Madoka answered.

"Alright, then, at least that's finished up." Junko said. "Cool, then - always a good day when I meet someone with a bigger ass than me." Homura blinked several times at that, not knowing any possible way to parse that. Okay, it was a pretty big ass, but first of all Homura didn't really have a good angle from in front of the woman and second of all how were you supposed to respond to a comment like that coming from your crush's mom of all things. 

Thankfully, Junko didn't seem to think too much of Homura's presumably flushing face, putting a finger to her chin in thought. "Hey, where do you live, actually? Do you need a ride?" 

"I'll be fine, it's not that far." For a magical girl, anyway.

Madoka interjected, sounding pretty panicky as she did so. "Homura? Plea-" She stopped herself from asking… something. "Ah, uh, if you need to you can stay with us! I'd be, uh..." Madoka pressed her fingers together and looked away from everyone, but the offer had already been made. Homura was about to refuse out of hand, but she remembered Madoka clinging onto her like a lifeline, saw her panicked face in her mind's eye, and stopped herself.

"I- uh, sure. If it isn't too much trouble." Homura said. Madoka's parents exchanged significant looks in the background, but Homura's eyes were focused more on Madoka, who looked quite relieved at her offer being accepted. Of course, she probably wasn't quite over the tumultuous events of the night. Although the antics of her parents might have distracted her a little.

"Great!" Madoka's happiness was tempered as she remembered something. "Eh, wait; Mom, Mama, is this ok?"

"Madoka, it'd be nice if you asked us before holding a sleepover, you know." Madoka's mama (which still sounded odd in her head) gently reprimanded her. "But yes, it's fine."

"Just don't be too loud, got it?" Junko chuckled again as Madoka simply sighed and Homura suddenly found the pavement very interesting.

The family set off, Homura falling in alongside Madoka. As they headed to the Kaname residence, Junko asked Homura about where she had moved from, how she was finding Mitakihara to be, and about her parents. Of course, when she told them she was an orphan, the elder woman seemed quite sorry to have raised the topic, Homura's reassurances that she was doing fine on her own not doing much to assuage her.

They arrived at the house, which finally broke the silence that had fallen over them. Tomohisa (?) busied herself with preparing some hot chocolate, while Junko headed upstairs to "check on the kiddo." The teenagers simply sat at the counter, making what little small talk they could muster after the night's exhausting events. The elder woman seemed to sense that there was something that needed discussing, so she just put the hot chocolate on the table and left the two to their own devices after advising them not to stay up too late on a weeknight.

"Uhh, Homura-chan?" She turned to look at Madoka, all the unasked questions and suppressed emotions finally bubbling to the surface. "How long have you, you know, been a magical girl?"

Homura internally debated on how much to tell her. It was inevitable that at least some of her facade would be made false, but something of this magnitude was unexpected. She was expecting to at least be able to be vaguely conceal the falsehood, but Madoka knew about her heart disease, because she hadn't hid that fact this timeline, and there hadn't been enough time in between to make a recent contract seem likely. She also had given away too much experience to return to her naive appearance. A mistake, but not an unsalvageable one.

"... Not that long." A plausible line of lies appeared to her, and she grabbed onto it. "I was sick of being so useless, stuck in that hospital bed. So, when Kyubey came to me, telling me I could help people...I made myself really good at fighting, but I still don't really know anything else." Madoka listened patiently as the words started spilling out faster and faster as Homura revealed her (hastily concocted) life story.

"I… wow, Homura-chan, you're really brave, aren't you?" The compliment made Homura feel all tingly inside, but at the same time she felt bad for deceiving her so thoroughly. "I was so scared when they showed up here… I ran and ran, but I tripped in a really bad spot, and I thought that I was really going to die…" She looked down, and shuddered a little. "But then, you showed up, and saved me, and looked really cool!" Her eyes shone a little bit. "And here I thought I'd be able to teach you something, but it looks like you're the one helping me out instead." A sigh. "Is, uh, is there anything I can do? I'd feel, you know, really guilty if you had to keep on bailing me out."

"You don't have to do anything. Gratitude is not the same thing as responsibility." It was one of those lines that she'd used again and again, typically when Sayaka went off on her despair spiral and tried to guilt Madoka into contracting, and she said the words with a practiced intensity. "I helped you, not because I expected a reward or a favor from you, but because you needed to be saved." Madoka tilted her head, pondering at the words and sipping at her hot chocolate.

Homura brought her own steaming mug to her mouth, savoring the thick and creamy flavor. It must have been made with breastmilk, because it tasted a lot better than Homura remembered, faint traces of a scent similar to Madoka's wafting to her nose. Maybe they had it bottled, or maybe Homura just didn't notice Madoka's mama milking herself right in front of them. All too soon, she was done, and she got up and put the cup in the sink, as per Madoka's instructions.

It occurred to her that, apart from the wraith attack, this was the kind of thing that normal people did, going over to their friend's houses and enjoying themselves. It wasn't the kind of thing she was too familiar with, but maybe, just perhaps, she'd get to learn in this odd timeline. Or they'd end up fucking like animals, cause that was probably closer to what normal people did here.

Somewhat surprisingly (and disappointingly, if Homura was being honest with herself) no wild copulation occurred, just some conversation stifled by their exhausted state. Soon enough, Homura found herself in Madoka's freakishly large bathroom, brushing her teeth with a spare toothbrush and preparing to go to bed. She finished up, mechanically rinsing without any attention paid to her movements, and then headed out for the couch.

Madoka, however, had assumed something else. "Hey, Homura? Where are you going?"

"I'm going to bed - oh." The pink headed girl cocked her head up at her room, looking somewhat needy. "Uh, really?" Well, they had done much more intimate things just today, but still, it somehow felt wrong to sleep with the girl. Homura deviated from her chosen course anyways, following Madoka up to the top floor where her room was. It was the same bedroom that she remembered, except in addition to the collection of stuffed animals along the bed there was a box of various sex toys, mostly pink in color. Her bed itself didn't have its quilt; a rolled blanket sat at the head of the bed, but it was going unused at the moment.

"Ahhhhh..." Madoka slipped off her skimpy school outfit in a couple quick moves, letting her breasts bounce inwards and her cock bounce outwards. Homura noticed she was staring at the pink haired girl undressing, and hurriedly returned to her own uniform, peeling the patches off of her firm nipples.

Now completely naked, Homura lay down on the bed, flopping down inelegantly. Madoka surprised her yet again with her audacity, straddling Homura's body. Every nerve cell in Homura's body chose that moment to go off, an electric intensity filling her head. Madoka looked directly into her eyes for the first time in a while, and Homura saw a certain understanding in them. "Hey, Homura-chan." This close, she couldn't do anything but stare back. "You, well, you aren't telling me the whole truth, are you? About yourself?"

Sometimes, Homura thought Madoka was too smart for her own good. "... No."

"Yeah, I thought so." The girl laying on top of her sighed, her words slow and sleepy-sounding. "It's okay, Homura. I trust you to do the right thing. Just, ahhhhh, tell me sometime, okay?"

Homura, damn her weak heart, couldn't resist, not in a hundred years. "Madoka-chan..." In lieu of words, she nodded.

Madoka smiled down at her, closing those bright eyes, and her heart fluttered again. "Thank … you..." She then snuggled on top of Homura, using her breasts as a makeshift pillow. The sudden spooning roused Homura's libido, which told her in no uncertain terms that this contact meant hardcore sex. Homura told it to shut up, cradling the already sleeping girl with her hands. She closed her eyes herself, just enjoying the human contact and Madoka's warm, comforting scent.

For the first time in forever, Homura's sleep was deep, comfortable, and effective.


	11. Breakfast

Homura slowly drifted back into consciousness, at peace with herself, the world, anything and everything. Her body felt enveloped in a sense of repose and of warmth - and, strangely, of wetness. For a long, long moment, she lay still, trying to slip back into the comforting grasp of sleep, but the effort that it took only made herself more and more awake. She sighed. How long had it been since she'd had a sleep worth returning to?

Finally giving up on sleep, Homura slowly inched her eyes open just a crack. When she didn't recognize her surroundings immediately, they opened fully, Homura's brain whirring into action. What was going on here? All sorts of potential disasters went through - Homura lifted her head and saw Madoka's head nestled in between her very sizeable breasts, invalidating all (well, most) of her panicked guesses. Right. She was an oversexed hermaphrodite, and oversexed hermaphrodites apparently thought nothing of sleeping with other people. And that wet feeling must be… Well, that certainly was a lot of sperm that the two of them had made over the night. Homura calmed her breathing down, trying not to disturb the sleeping girl by jostling around her, uh, pillows.

It seemed all her efforts this morning would be in vain, however. The slight motion caused Madoka to stir a little, murmuring into Homura's cleavage. The pink haired girl shifted over, squishing her right breast with her head and drawing a little warm milk. That sensation must have fully woken Madoka up, for she rolled back into her initial position almost immediately.

Well, there wasn't much point in keeping the pretense up. "Madoka-chan?" She said the words softly, with what little tenderness she could muster.

"Ah, am I bothering you?" The words came slowly and sleepily.

"No, no, not at all." It was Madoka; nothing that she did would ever bother Homura in the slightest. "I just wanted to know if you were awake, that's all."

Madoka sleepily murmured her assent. "Ah, what time is it?" She was surprisingly casual about waking up on top of a girl she'd known for one day. A small part of Homura was freaking out about that little fact, the same part devoted to maintaining her awareness of all things that could possibly go wrong. She ignored it; this was a rare moment of something unexpected and beneficial happening to her. 

Homura peered at Madoka's clock on the wall through the darkness. "6:12. We have a decent amount of time before class starts, if you want to sleep some more."

"Ehh, I think I'll pass." Madoka yawned, lifting herself off of Homura's body and assuming a kind of pushup position. "You must be sore, Homura-chan, and not in the good way either."

"I guess." Now that there was a little more circulation, she was in fact beginning to feel a slight lingering soreness throughout her legs and chest. More than that, Homura began to feel a chill come across her now that Madoka was no longer supplying her with heat. It was if even her body craved Madoka's presence. "I mean, I'll be fine." As far as problems went, though, Madoka not being right on top of her and and instead being a foot away was a very nice problem to have.

"Really? 

"Yes. Magical girl, right?"

The explicit reminder of what had happened yesterday seemed to deflate Madoka a little bit. "Mmm… You seemed pretty out of it yesterday, so I guess that makes sense. Even forgot to put the blocker in." As Madoka said that, Homura became aware of a presence inside of her, and flushed a bit. Her blush only grew deeper when she realized that if the other girl hadn't remembered, both of them would be pregnant right now, which was definitely an issue Homura didn't expect to ever deal with. 

Thankfully, Madoka didn't comment on that, instead somewhat sleepily fumbling on the bedstand for a bottle of pills, presumably the contraceptives. Pouring two into her hand, Madoka popped both of them into her mouth, then fed one to Homura via a short but definitely not chaste kiss.  

"Well, we've got protection now, it'd be a waste to not use it, right?" Homura stared into her eyes, which had gained a certain gleam to them. Homura was… well. Uh.

"I, um…" A pause as Homura's brain sputtered. "Wouldn't we wake up your parents? Or your br- sister?" she finally managed.

"The rooms are soundproofed. It's not like we heard my parents last night, right?" Madoka moved in closer, her hot breath hitting Homura's neck. The idea brought tantalizing images to Homura's brain, further confusing her.

When Homura didn't respond right away, Madoka backed off, looking just a little worried. Was she afraid that she'd overstepped her bounds? Well, even ignoring the fact that it was Madoka, there was a pretty girl on top of her with huge breasts and a huge dick that was asking if they wanted to fuck, all while being half covered in cum. Spending basically the majority of the last two days outside of class masturbating or having sex had made her very aware of the pretty much insatiable lust that she was going to have to deal with, and, well, they did have time before class. Besides, Madoka herself was just as horny, wasn't she? She'd be helping her still, just… differently.

Having thus submitted to her biological needs, Homura decided to be proactive instead and pulled Madoka back in, the girl squeaking just a little at Homura's sudden forcefulness. Their bodies smushed together, Homura savoring in their sheer closeness together. Madoka, however, wanted more, planting an aggressive kiss right onto her lips and sliding her hands in between the two of them. The magical girl latched onto Madoka with her own arms, holding on tightly and pushing their breasts pleasurably against each other.

Madoka eventually had to breathe though, so she stopped the kiss, a trail of saliva still connecting the two. The two of them panted together, gazing into each other's eyes. Madoka's slender hands finally managed to squeeze past their entwined bodies, trying to grasp onto both of their dicks. She grabbed Homura's throbbing length, but couldn't work her small hand around her own as well. Instead, she just pushed her own penis into Homura's with the other hand. Operating mostly on instinct, Homura pinched against Madoka's nipples in somewhat of an awkward position, rolling the sensitive tips between her fingers. The pink haired girl was still appreciative of her efforts, though, letting out cute little gasps at the dual stimulation.

Homura went in for another kiss, but Madoka pushed upwards at the same time, so they never actually met. She lay back, deciding to let the much more experienced girl arrange themselves into the proper position. Sure enough, Madoka pivoted around the bed, putting rear end - and more importantly, her twelve inches of cock - right into Homura's face. Madoka took the dildo-cum-condom out of Homura, which prompted a strange feeling of emptiness as she adjusted to not having nearly a foot and a half of plastic lodged inside of of her pussy. Interestingly enough, her body seemed to be way less comfortable without its presence, almost as if it were protesting the fact that it wasn't being dicked right now. Homura ignored the feeling of emptiness for now - that particular issue was likely to be resolved anyways - and instead returned the favor to the other girl.

After gingerly laying the plastic rod on the ground below, she opened her mouth and put around a third of the cock presented to her inside, swirling her tongue around and lapping up the sweet precum. Just as the magical girl was about to begin sucking in earnest, though, Madoka beat her to the punch, sliding the majority of Homura's penis into her throat. She let out a muffled "Mmmmmm!" at the sensation, forgetting that she was ostensibly giving Madoka a blowjob. Marshaling her focus, she began again, bobbing around the cock like it was a warm, meaty popsicle. Pleasure battered Homura's mind, causing her to moan around the dick in her mouth again and again, Madoka's own stifled sounds of delight spurring her to even greater lengths. She glided her fingers upwards between her crush's splayed legs, feeling out the moist vagina with her right hand and cupping her balls with her left. Slowly, carefully, she began fingering and squeezing, Madoka's mouth shuddering around Homura's penis in reaction. Having thus gotten the initial attention, Homura fully committed to the fingering, plunging her fingers deeper and deeper into the wetness and running them along the sides, still managing to suck the cock in her mouth.

Suddenly, Madoka pulled off of her dick with a wet pop and a gasp, cool air running over its wet surface. Her wet throat was replaced by warm and slightly less wet flesh, Madoka putting her huge breasts to use. They squeezed tighter around Homura's member, moving up and down oh so slowly and lathering it with their combined sperm from over the night. Homura throbbed inside the cage of breasts, sinking into Madoka's considerable softness. A tongue snuck in, licking her cock tip and just generally increasing the barrage of feelings that Homura's brain was dealing with. Everything kind of blurred together into a soup of pleasure, her entire body slowly, slowly moving closer to release. The motion of her hands started jumbling together, such that she was trying to knead Madoka's insides and finger her testicles, but her appreciative moans indicated that that didn't matter too much. The titfuck tempo increased on the other end, Madoka beginning to move her chest forcefully along her dick.

Homura knew that her own orgasm was soon approaching, and burst into a frenzy of possibly mismatched activity to try and get Madoka off as well. From the way Madoka's legs were trembling around her, she knew that it wouldn't take long. Purely on accident, she scraped against the sensitive flesh with her teeth, which caused Madoka to cry out loudly. She stopped in panic, worrying that she'd hurt her in the very first attempt at sexual initiative, but Madoka stopped attacking her penis head for just long enough to tell her "Don't stop!". She focused on the affected area anyways, trying to lick it better.

Finally, one last flick of the tongue attacking her sent Homura into orgasm, crying out something incomprehensible in ecstasy. Spurt after spurt after spurt of sperm shot out, Homura's body shaking along with each one. She couldn't manage the mental effort it took to keep up with the three-pronged sexual stimulation, and flopped down like a rag doll. Madoka came anyways, shooting her heavy load straight into her throat. Homura slipped the dick out of her mouth, equal parts overwhelmed by the sheer amount coming out and trying to get an actual taste before she swallowed. She couldn't catch all of it, some of the sperm shooting past her and landing onto her body or Madoka's bed instead, but she still gulped down mouthful after mouthful of hot sticky goodness. Madoka's blowjob had shifted towards more and more licking; presumably she was doing the same. 

The pink-haired girl sighed happily. "Ahh, that was good, but we should probably get ready for school." Madoka swung over off onto the side of the bed, allowing Homura to get up as well. "Besides, we can pick up there." She winked a little, and either Homura's heart or her loins fluttered in anticipation, maybe both.

"Yeah, sure." Homura wrenched herself away from the cum-stained bed, still probably dripping a little. She decided right there that cleaning off all the cum on her body was probably wasted effort, since another layer was probably coming soon enough, but there was still some things that could be saved from a never ending coat of jizz.  "Ah, should I help you clean up?" She nudged her head at the floor, which had a fair share of their fluids strewn about.

"Nah, don't worry about that. We've got robots for that, right?" Probably another consequence of the altered timeline, increased automation to clean up all the puddles everywhere. If necessity was the mother of innovation, giant futa dicks must have been the father (mama? Maybe she should actually ask about it; it was getting on her nerves).

While Homura dealt with familial appellations, sex-driven technological developments, and putting on her school uniform, Madoka went off to wake up her mother, a quick "Be right back!" let out before Homura could make any sort of headway into actually responding. She moved out into the hallway finally, just in time to hear the door open, then the curtains following suit. A shriek erupted, Madoka using her preferred mom-waking technique to great effect. Soon enough, Junko trudged into the hallway, buck naked and covered in jizz. As Homura stared, she let out a long yawn, causing her boobs to shake a little. After a long while, Homura tore her eyes off of the naked businesswoman in front of her, said woman chuckling a little to herself as she noticed the reaction she was getting.

"Madoka-chan's gone downstairs, getting breakfast. I'll join you kiddos after I wash up." Homura nodded, not sure how to respond. Madoka's mother walked by, sashaying a little as she walked. The black haired girl steadfastly refused to stare at that bouncing ass, choosing instead to stand there until she rounded a corner, then headed down the stairs carefully.

Madoka and Tomohisa (Tomoko?) smiled at Homura almost in unison as she walked into the kitchen area. There was an extra chair slotted in at the corner right next in between Madoka and her younger sister, and she sat down. Madoka's mama busied herself behind the kitchen counter, wearing an apron. Just an apron, actually. She was singing some kind of slow sweet love song, although Homura didn't know any love songs that asked the beloved to "bend me over the table" or "milk me like a cow".

After a couple more verses describing how she wanted to be fucked until she could no longer stand, breakfast was finished. Tomohisa brought out bowls of rice porridge with some kind of pickled vegetable and the standard bottle of milk.

"Ah, thank you obaa-san." The required nicety escaped Homura's mouth without much in the way of conscious thought.

"No problem at all; just happy to help." She, just like her daughter, was incredibly genuine about the proclamation. 

Homura sat there pensively, simply watching as Madoka's mother spooned porridge into Tatsuya's (Tatsuki's?) mouth. Madoka, sensing something was amiss, spoke up. "Hey, Homura-chan? Are you gonna eat anything?"

"Uh, yeah." She spooned a mouthful into her mouth. It was fairly plain, but Homura could tell that there was quite a bit of care put into its preparation. The effort was mostly wasted on Homura, who viewed food in much the same way as a car would view fuel, but she appreciated the thought nonetheless.

As they were eating, Junko came down from the second floor, head wrapped in a towel and breasts just barely wrapped in what could be a suit suit jacket if you took scissors to basically its entire front side. There wasn't any other of the suit pieces, though, just a dark-colored penis strap. She walked by the kitchen counter, getting a kiss from her wife. With… quite a bit of tongue, it seemed. Although this was relatively tame by the standards of affection Homura had observed.

Homura finished breakfast quickly, but she didn't want to leave right away. Instead, she stayed at the table, talking when required but mostly just watching Madoka somewhat stiltedly interact with her family. It was, well, it was normal life, but Homura had never had a normal life in all of her twenty-five years of living.

Soon enough, they were headed off for school, Madoka's parents waving them off. Madoka seemed to have recovered from last night's events, but she still seemed deep in thought.

"Madoka-chan! Oh hey, it's Homura-san as well." Sayaka had noticed them, waving her hands excitedly. Hitomi was next to her, and greeted them in a more subdued fashion "You live around here too?"

For certain values of around and here, yes. "Yeah, Madoka's house is on the way to school from mine." The girl in question looked at Homura quizzically, tilting her head in confusion. "Hmm?" Homura looked back, nodding ever so slightly. Madoka, puzzled but respectful of Homura's decision, stopped her line of inquiry.

"Hmm what, Madoka-chan?" Hitomi probably had noticed their inaudible conversation, observant as she was.

"Uhhh, it's nothing." Hitomi raised an eyebrow, but made no further comment. The other two girls quickly struck up a conversation about their schoolwork, although Madoka stayed uncharacteristically quiet.

Finally, Sayaka broke the subject. "Something on your mind?" she asked, somewhat indelicately.

"Oh no, I'm fine." She was pretty unconvincing, though.

"Sayaka-chan." Hitomi admonished. "She's probably just thinking about how much she wants to fuck Homura-san." Homura managed to keep her composure at that line, finally having become a little desensitized. Besides, it was better than them figuring out the real reason, right?

Madoka laughed a little at the resumption of everyday life. "Well, kind of..." To be fair, she probably was on some level.

Sayaka clasped her hands together girlishly. "Ahhh, young love..." They were the same age, but Homura chose not to mention that in favor of flushing a little. Was she really that obvious? "Ok, to be fair, most of my thoughts are basically that, so I'm not gonna judge."

"Maybe you should use some of that brainpower to focus on school, you know? While I enjoy our little study get-togethers, I'm a little tired of having to fuck you every ten minutes. Can't really explain anything when you're bent over half the time." Hitomi interjected, a raised eyebrow on her aristocratic features.

"Aww, come on... I can't fuck my homework. Well, I could, but then I'd have to write it all out again..."

While Sayaka and Hitomi discussed the relative merits of fucking their schoolwork, they entered the school, making their way to their classroom through the throng of students hanging out, chatting, giving each other blowjobs, and generally doing whatever students did before class. Homura took the opportunity to mentally prepare herself for the day ahead


	12. The Matter at Hand

"Alright, class! It's time to begin!" Saotome-sensei said, with what little commanding presence she could muster. The chatter in the room died down, everyone turning their attention to the teacher. Even the girl currently giving her friend a blowjob stopped, looking up from the foot of penis in her face. The class returned to their seats, chairs rustling as they shuffled about.

"Ume-san, if you would?" Blowjob girl stood up, a very distracting trail of saliva running down her front, and assumed her role as the class leader. "Stand! Bow! Sit!" Everyone followed the instructions dutifully, performing the actions in well-rehearsed, bouncy unison.

"Now then," the teacher continued as they settled back into their chairs, "I have something very important to discuss with you today." A momentary hush fell over the crowd, tension filling the air. "Do you think the color of the dildo you use matters at all?" Oh, another one of her rants about her mysterious dates. Even though no one perceptibly moved, Homura felt relief suffusing through the classroom. When it was apparent that she wouldn't get a volunteer, Saotome-sensei called on her favorite rant target. "What do you think, Nakazawa-san?"

"Uhh… I don't think it's that important personally, but I'll respect other people's opinions about it." She must have been used to being put on the spot like this, right? Nakazawa would probably make a good politician with all the practice she got equivocating to members of authority.

It seemed that Saotome-sensei was mollified slightly, but she gathered her anger and pressed forwards regardless. "So you agree, then! It's very important to have respect in this kind of thing. Don't date a girl who will judge you just because you pick the wrong colors, especially if they're her dildos and she just hasn't bothered to throw out the ones that are so offending! It doesn't matter if it clashes with your ribbon or your tattoos, because it's not like you're going to shove a dildo into your hair! Haaah! I swear..." She took a deep breath, presumably done with her diatribe.

"Alright, now for some less important matters. Our history test is today! So put away all your stuff, and I'll start passing it out." Everyone around Homura started to pull out their pens and such, with a fair amount of grumbling about Saotome-sensei's priorities. She had to be doing this on purpose, right?

Homura looked at Madoka, who was absentmindedly staring at her pencil on the desk, and felt a twinge of pity. Admittedly, Homura herself was even less prepared, but being plopped into an alternate universe was a reasonable excuse she felt. 

"Ah, Akemi-san?" Homura looked up at the teacher, who had paused in her distribution of test packets. "I'm not going to make you take a test on your second day of school, you know. No need to be so worried." Homura slowly nodded, surprised at the almost responsible . "Here, I'll talk with you outside a little after I'm done here." The dark-haired girl followed her teacher's implicit request, standing up and heading out into the empty hallway. It always made her a little self-conscious, the way that literally everyone could see her through the glass walls of the classrooms, but it wasn't like anyone was paying too too much attention to what was going on outside the classroom.

Saotome-sensei walked out, carefully sliding shut the door behind her so as to avoid making unnecessary noise. "Alright. So, about the current unit, what do you say we pass on this one for now?"

"Uhhh, would that be okay?" She didn't really care much either way, considering that school was basically irrelevant to Homura's chosen career path. Maybe if she made it past the month of April she might care about classes.

"Yeah, that's completely fine. I expected you to start school next Monday, anyways. Why did you change your mind?"

Well, mostly because she thought too much had changed for the weekend of preparation to be useful. "Well… I was getting, um… I wanted to get out of that hospital really badly." She thought she was laying it on pretty thick, but Saotome-sensei seemed to buy it.

"Alright, then. For now, you can head out to the library, or the rooftop, or something else. Do you know where they are?"

"Uh, I think so? The roof exit is right next to the cafeteria, right?" Saotome-sensei nodded.

"Yep. Come back here at 8:30, alright?"

"O-okay, I'll go there, thank you!" Homura bowed, then scurried off in a meek fashion. As soon as the teacher turned back to the classroom, Homura resumed her normal gait, but still kept herself downcast to avoid attention. Probably unnecessary, but it was habit at this point. As she headed to the roof, she contacted Mami telepathically.

_ Hello? Tomoe-san? _

Mami replied surprisingly quickly.  _ Ah, Homura-san, right? Do you not have class right now? _

_ Yeah. There was a test, and I just enrolled, so I'm not taking it. _

_ Oh, okay. Well, I still have to pay attention, but I'll still talk with you if you need to. Oh, I think I see you, in the hallway. _

_ Yeah, that's me. Where are you?. _

_ 3A. Uh, to your - right? Yeah, right. _ Homura looked in that direction as she walked, seeing Mami very attentively listening to her teacher's words, dutifully writing as she spoke. For some reason, though, she was wearing some kind of wooden sign on a cord around her neck, faded characters written on it in permanent marker and covered by stains. Peering closer, she finally made out the words, and stopped for a moment.

_ Tomoe-san? _

_ Yeah? _

_ Ummm… Why are you wearing a plank that says "Please use me!"? _

Mami's mental voice became just a tiny bit sheepish.  _ Ah, you see I was a little late today because I was getting Kyoko-chan settled in, and I overslept a little. When you show up late here, you spend lunch break in the wet room and, well, get used. _

...oh. In hindsight, that seemed obvious. The mystery stains, too, were easy to identify with context.

_ Yeah, well, it's really not so bad. I mean, dick is dick, even if they try to make it embarrassing. Easy despair too, if people feel the need to vent and go there to blow off steam. Well, I guess I'll be the one doing the blowing, heh heh. _ A short pause as she wrote something down.  _ Anyways, I'll be a little preoccupied then, so if you want to talk in person we should do it after school. _

_ I'm fine talking like this, actually. _ In lieu of words, Mami simply transferred a sense of acceptance through the link.  _ So, uh, how can I get in contact with this coven? _ Again, Homura played up the "helpless kouhai" aura, and Mami seemed to eat it up. With a start, Homura started walking again, trying not to just stand in the middle of the hallway while class was starting.

Mami took a pause to collect her thoughts, or perhaps to return her attention to the lecture.  _ Well, you really just have to get in touch with Tanaka-san or one of her, ah, apprentices. She's in charge of this kind of meet-and-greet sort of deal, among other things. Initiation, I guess. I think they play a little too hard into this witch thing, but people seem to enjoy that. _

_ Oh, okay. Where would I go again to find her? _

_ Well, I don't really know where she lives, but I can get in touch with the coven telepathically with a long-range signal. She's got the power to set up amplifiers for most basic magical girl abilities, so we have a sort of relay system to talk with each other. You have to get access from her in person, though.  _

Homura pushed the door to the roof open, stepping out into the early morning chill. Not that she felt it, even basically nude - something about her new biology, she assumed.  _ Actually, they might know I'm here. I was looking for Kyubey, and I asked around. Met an office lady, who helped me out a little. Would this be her? _

_ I don't think so. Pretty sure she works at a maid cafe or something like that. But yeah, they'll probably know to come looking, might even ask around for you. It's a fairly well organized affair, even if they don't really do much outside of like, asking around and busy-bodying. Something about monitoring despair levels.  _

Homura stood up, looking down at the city through the intricate metal fence.  _ Okay. Thank you _ .  _ Any time. We can still meet after, if you'd like? _

_ Sure.  _ The time traveler sighed to herself, feeling like she'd done far more talking lately than she'd really like to. It always felt like the other shoe would drop with some major social error and then they'd be back at each other's throats with Mami. 

Still, though, she had to try in order to protect Madoka from... whatever was coming. Random swarms of "wraiths" didn't seem like such a terrible deal, although once again Homura was sure that there would be some horrible escalation. At least Madoka wouldn't be as able to throw herself into danger as easily, given that magical girls here were decidedly not combat-oriented. Although... there was always the risk that she would wish to be like Homura. Madoka was never one to accept being protected, and the longer she waited the worse she'd feel about being on the sideline. It was...

An unexpected sense of pleasure hit her brain, breaking her out of her reverie. Was… someone was groping her? That was definitely a hand on her penis, and it definitely felt very, very good, but had she really slipped up enough to let a completely unenhanced person sneak up on her like that? That kind of mistake would get her - oh, it was her own hand. It had started stroking her erect penis on its own, having already slipped it out of its sling. Now that Homura'd sussed herself out, it was pretty easy to keep her hands off, but the apparently grabby girl quickly noticed that as soon as she stopped focusing on it she immediately started jacking off again. Yet another reason they just fucked all the time, then? It had been… really, not that long since she had last had sex. She'd kinda just assumed she'd never stop being horny, but apparently it got even worse?

In any event, the message her body was giving her was pretty clear, and Homura had learned through much trial and error to keep it at least satisfied. Somehow, she'd picked up the proper technique incredibly quickly, a far cry from the Homura from two days ago who was brute forcing her way to an orgasm fueled solely by the overwhelming mess of hormones. Her hand grasped the thick shaft, pumping up and down, tightening whenever she reached the ends. Homura closed the fist tighter, moved faster, pushed her left hand past the thin layer between her vagina and the cool air, expertly fingering herself. It must have been an instinctual knowledge, her brain coming with an understanding of how to best pleasure herself and others, telling her to drive her fingers deeper and deeper to the most sensitive spots, to clamp down at the base with her right hand to delay her orgasm and edge herself, to bend just down and envelop the top half in her huge breasts. It vaguely occurred to her how implausible it was, how she was now so well endowed that she could straight up give herself a titjob when before she was flat as a board, but the vast majority of her brain power was devoted to keeping those beautiful sensations coming. She bent her head into her cleavage, trying to give her penis a tonguing, but it was just out of reach; the sheer scent, though, was a decent enough reward. The dark haired girl started licking at her sensitive breasts instead, lapping up the faint traces of milk and cum. Pressure was building and building, her body desperately seeking orgasm but her instinct preventing herself with a tightly closed fist. Wring out the pleasure, it seemed to say, and Homura was happy to oblige. Her dick throbbed and throbbed, denied of its purpose, and the pulsations reverberated through her breasts, warmth suffusing through them. 

She closed her eyes, ignoring the vast cityscape in favor of her own fantasies. At first, they were aimless and generic, featuring faceless but exceedingly well endowed hermaphrodites, but inevitably Homura's mind conjured the image of Madoka, imagining that it was her hand plunging deep within Homura and her breasts that were sliding up and down Homura's dick. Memories of Madoka's body pressed up against her came to the surface, furthering the illusion that Homura had conjured for herself. She wanted to pleasure her in return, to finally start paying Madoka back for all the things she'd done for her in a million doomed timelines. She opened her mouth, recalling that taste of her she'd gotten just an hour ago, and craving more. She wanted Madoka, wanted her to fill her deep inside and mark her with her addictive scent. Even as she let go of her dick, finally releasing the floodgates, Madoka's presence in her mind remained, the only thought unobscured by the ecstasy of release. "Madoka!" she cried out, shooting out a huge load of potent, virile sperm all over herself and the walkway.

An amused voice rang out in reply. "Yes?" Homura's heart skipped a beat. Had she really just…? Her head slowly, slowly turned around, hoping beyond hope that it wasn't Madoka who had shown up on the roof.

No, it was her, in the (bare) flesh. The girl herself smiled playfully at her, taking in her cum-soaked state. "Glad I could help, Homura-chan."

 


End file.
